Thomas & Equestria Girls 2: Adventures From Sodor
by LPFanFic
Summary: A new threat has arrived on Sodor, forcing Thomas and his friends to seek the help of their friends from Canterlot High. Twilight Sparkle, Sunset Shimmer and the rest take on the task and travel to Sodor, where they'll discover new things, meet new friends, and thwart an old foe's schemes. All while the Engines struggle to keep up with and find purpose in an ever changing world.
1. Chapter 1: The Power of Hate

**Well, here we are, the start of a whole new journey. Even though I've always thought of making a follow up story to WTCH, I never actually thought I'd ever make one, let alone come up with an idea that I like and can do better than the first. There's a lot of challenges when making a sequel, along with a lot of baggage. I was afraid to even make one, in fear that I couldn't hold interest any more and just waste myself everyone's time making something nobody will read. But another part of making a sequel is also having the same passion, if not a new passion, and a goal for why I'm starting a new story. Safe to say, that's exactly why we're here! Just as I wrote for my notes on the very first chapter of WTCH, just bare with me as I try to provide a good enough story to warrant its existence. And to those that stuck around after WTCH, welcome back! Now, It's officially my pleasure to say, read on and enjoy!**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 1: The Power of Hate**

Many, many moons ago, Equestria was not yet the kingdom it is today, but a land divided by ponies who resided in their own tribes, kingdoms, and villages. Long before Princess Celestia and Luna's rule over the kingdom, now widely known for its harmony and peace, there was conflict, distrust, and prejudice against other creatures and ponies alike. This conflict was fueled by the three pony tribes, who dominated most of the land above all other inhabitants.

Each of the three tribes, the Pegasi, the Unicorns, and the Earth ponies, cared not for what befell the other tribes, but only for their own welfare. In those troubled times, the Pegasi were the stewards of the weather, providing rain, snow, and clear, blue skies. The Unicorns, with their mystical powers, were responsible for raising the sun and moon. And Earth ponies grew food in farming villages such as fruit, vegetables, wheat, oats, and other produce.

But in order for the tribes to provide these necessities to survive, each side demanded something in return. The Pegasi demanded food, which could only be grown by the Earth Ponies. The Unicorns demanded the same, in return for magically bringing forth day and night. And Earth ponies needed the pegasi's rain weather and the unicorn's sunrise to grow crops for food. Despite strong contempt for one another, each tribe complied as well as they could, but under extreme, hostile grounds.

* * *

One dark and foggy early morning, a marine vessel piloted by Earth Ponies were sailing their large, single mast ship through formations of jagged rocks that speared from the deep waters. Some sailors leaned from their ship's railing to inspect anything off. But everywhere they looked there was nothing but fog, saved for the islands of rock coming into view as they sail by and narrowly clip the edges of their vessel.

Captain Seashell had to remain sharp, and make careful turns through the misty valley to avoid any accidents. He had a lavender coat, a short, green buzzcut, and a cutie mark with green seashells. Seashell wore his brown sailors cap with a green anchor sewed at the front.

The Chief Officer stood to his side.

"Anything?" The Captain asked.

"Nothing yet, Captain," Chief Officer said. "But it is hard to see with all this fog."

Seashell grumbled. "They're here. Rats always tend to hide themselves in shadow."

"Are you sure you really did spot one this time, Sir?"

"Do I hear my First Mate questioning my authority?" Seashell arched a brow.

"Not at all, Captain!"

Seashell turns the wheel of his ship. "I saw the Creature with my own two eyes. So did those stuck-up Unicorns. The Chancellor ordered us to catch it before they do, and that's exactly what we're out here to do."

"Whatever you say, Captain," Chief Officer said, reluctantly.

The Earth Pony vessel continued to sail through the dodgy, rock isles with nothing still in sight. Just as Captain Seashell predicted, the Unicorns were also near their vicinity, piloting a fleet of four longships. They were looking for the exact same thing they were. But they had as much trouble seeping through the thick fog as well, even with their unicorn magic clearing a sizable path.

Off to the side, behind an island of rock, a fierce, horse like head emerged slowly from of the thick, grey water. Another much smaller and innocent looking head poked out as well beside them. Both watched the Unicorn Fleet sail by, unbeknownst and unable to see the two creatures staring right at them. The bigger creature descended back into the water, with the small one soon following after a short time.

The creatures are known, but only to themselves at the time, as Sirens; large, Hippocampus like beings with distinguishing horse features, but appearing more fish like if anything. Both had fins on their backs, cheeks, hooves, and bared a fish tail where back hooves would be, along with a prominent ruby gem attached to their neck that glistened whenever obtainable magic can be sensed.

The Bigger Siren, named Mazurka Breeze, had vivid, amaranth and crimson scales, moderate magenta underbelly and fins. The little one had light, brilliant gold scales, moderate gold underbelly and moderate amber fins.

Both Sirens emerged from the water again behind a different rock, and climbed half way to get a good enough few of the fleet while still remaining hidden from sight.

"What are we doing here, Mommy?" Adagio asked, in her shy, timid voice.

Mazurka firmly focused on the ships as she spoke.

"Its time to begin your training, little one; by teaching you to harness the magic cursed upon us."

"My magic?"

"The gems we all carry," She points to the red Pendant on Adagio's neck, "hold a powerful, enchanting spell that will captivate any living creature."

Adagio examined her ruby Pendant.

"And the only way to instill this spell is by expelling their strongest feelings; through a harmonious expression of singing."

"Singing?" Adagio giggled.

But Mazurka didn't find this amusing. Her face was stern, which often frighted Adagio a little, especially when doing something to upset her mother. She immediately reserved any response in fear of angering her more. Mazurka turned to watch the fleet again.

"There are many emotions within all creatures that give us strength. Fear, sadness, greed, courage." She turned her head longingly to Adagio, "Love… and happiness."

Adagio gazed back at her mother with an innocent tilt of her head. Mazurka aggressively leaned closer to Adagio, almost startling her a bit.

"But the most powerful emotions of all are anger and hatred! And It's from those emotions alone that have ensured our survival; emotions that now you must cast to feed off their energy."

"F-Feed?"

"Yes. Our strength is gained through emotional energy by means of generating conflict, and to power our gems so as to continue feasting another day."

"I don't see anything!" Called a Unicorn sailor.

"Keep looking!" Called another. "We gotta find it before the Earth Ponies do!"

Mazurka Breeze then gently nudges her daughter a side.

"Now watch."

She climbed further up the rock until most of her head was visible. The fleet was far enough for her to reveal most of herself. Mazurka then sung an operatic song, sending out red and white rings towards the unicorn fleet.

"Do you hear something?" A sailor asked another.

"Who asked you?!" he shouted, eyes glowing green.

Eyes green with rage, the two sailors engaged in a fight. Every other sailor on their longships began fighting as well by tackling each other and destroying most of their ships in the process. Adagio watched as the misty atmosphere was filled with a green, twinkling fog that surrounded the four ships. Finally, each of the ships collided into one other. Two crashed and destroyed each other's ships while another longship was too distracted to see themselves heading straight for a jagged rock that lodged a hole within their vessel, causing it to sink and bring down the fighting unicorns. A lone ship, realizing the damage they're doing, managed to safely pull the stragglers back on their vessel. Luckily nobody was hurt, but there was still a strong sense of resentment towards one another.

The green mist surrounding the fleet flew over to a satisfied Mazurka in a single stream and into her bright, ruby gem, consuming all the hate brewed from the struggle she caused. A few seeped into Adagio's gem too, giving her a taste of what this power holds. Her eyes glistened green. She didn't know what to make of it at first, but it made her all the more curious about it either way.

Mazurka spotted a single mast Earth Pony ship approaching them next. Before she could say anything, Adagio was dragged behind the rock by her mother so as to not be spotted. Mazurka covered Adagio's mouth with her hoof, then faced her daughter while remaining hold of her cheeks.

"Now it is your turn, little one."

Adagio laid on top of the rock with Mazurka hiding behind while she gave out instructions. The approaching ship admittedly frightened Adagio, who shivered from head to fin.

"I-I don't know if I can do this!" She said, anxiously watching the pony ship.

"You must!" Mazurka demanded. "Concentrate on what emotion you wish them to feel, and use your voice to expose their inner desires."

Mazurka had often told stories of how aggressive ponies can get, and which made Adagio fear the idea of one spotting and hurting her. Containing her nervousness, Adagio tried taking a deep breath and instill herself with determination.

Then, she lets out an operatic song and sends red and white rings straight towards the Earth Pony's. Her voice didn't sound as aggressive as Mazurka's did. There was something calming and serenade about Adagio's voice. Captain Seashell heard this, and in doing so, falls under her spell. But instead of lashing out at everypony, Seashell begins turning his vessel towards where the song was coming from. The Chief Officer noticed something off about Seashell's eyes, which were now green and his mouth agape.

Adagio struggled to keep her singing consistent. While she did manage to produce some green mist, just as Mazurka hoped, the more her daughter sang, the closer Seashell's ship was to colliding with them. This began to worry her. The ponies on board grew just as frightened. All entire crew called out in panic and some tried breaking their Captain free of the wheel, but his grip remained latched.

"CAPTAIN!" They called. "WE'RE BREACHING SHARP ROCKS, CAPTAIN!"

But Seashell didn't respond or budged a muscle, until it was too late. Mazurka quickly pulled Adagio away on time, breaking Seashell free of his enchantment. Their ship rammed into and crashed against the rocky isle, jolting everypony back upon impact. A sharp piece pierced the ships hull and caused a large enough hole for water to seep in and begin sinking their ship. Sailors teetered and held on to the ledge, until Captain Seashell and his crew eventually had to abandon ship, as it becomes completely submerged in water.

* * *

Meanwhile, Mazurka Breeze and Adagio Dazzle managed to escape unnoticed by anypony. Mazurka took her daughter to the skies and tossed her into a bank of clouds.

"What were you thinking?!" She growled. "Those weren't feelings of anger or hatred!"

A stuttering Adagio scurried against the cloud bank while Mazurka inched closer.

"You nearly exposed our kind, our existence, to those petty, pony creatures!"

"I'm sorry, Mommy!" She insisted. "I-I didn't mean to! I just felt… afraid. So, I tried thinking of something happy and I guess-"

"That is not how we gain their magic, Adagio!" Mazurka interrupts with a mouth flaming with green. "Instead of instilling emotions, those filth were drawn to yours!"

Tears swelled in Adagio's eyes as she hugged her hoof. Mazurka face hoofed and exhaled in frustration. Calming herself, she then rested a hoof on Adagio.

"It's imperative to be extremely careful when consuming energy, little one. Perhaps we shall practice this again another day."

Adagio hung her head in shame. She didn't like upsetting her mother. But she managed to do so anyways by failing to feed on a pony's hate and anger.

"Come," Her mother instructed. "Let us head home."

Still ashamed but relieved to be heading home, Adagio took off and followed her mother through the sun shining clouds. They soared towards the rising sun, beaming a warm light onto the two Sirens who continued flying above the clouds. Adagio loved traveling above clouds. It made her feel free and at ease. She would often twirl with her hooves waved out just to embrace to opened pace and the cool breeze brushing against her. Mazurka found this irritating in a small sense, but really didn't mind much.

But then, through a small opening, Adagio spotted from the corner of her eye what looked like a small, sea shore village. She stopped and peered through the collection of clouds. Below them was in deed a community of sorts. It was a farming village where a tribe of Earth Ponies lived. Each pony was chopping wood and hauling them on wheelbarrows, harvesting fruit and vegetables, and sewing warm clothing.

Noticing her daughter wasn't following, Mazurka turned back and found Adagio laying on a bank of clouds with her chin rested on her hooves, and fin flapping up and down.

"Are those ponies too, Mommy?" Adagio asked, watching them with intrigue.

"They are," Mazurka said, bluntly.

"You know," she squinted, "from up here they look so…"

"Spiteful," She finished with a disdained tone.

Adagio arched a brow. "I don't know about that."

Mazurka pulled her away and hugged Adagio close. Despite her mother's aggression, Adagio always felt safe in Mazurkas' grasp, as her hooves overlapped Mazurka's in return.

"Believe it, little one. For our kind and there's can never coincide."

"What does that mean?"

"It means we cannot live together, or share what they have, or lay where they claim."

"But why?"

Mazurka cleared away a bank of clouds to show Adagio a better view of the farming village. Adagio stared with upmost interest at the vastness of their village housings, and all the little ponies trotting below them like tiny ants.

"These ponies do not accept anything different from them, not even their own kind. What doesn't belong or has outlived their use must be tossed aside, so as to make way and reshape this world to fit their own welfare. As for us? We do not serve any part of it."

Adagio looked back at the village again, seeing all the Earth Ponies happily working away without a care in a world. Mazurka still spoke in a stern voice, but Adagio couldn't help but hear a bit of sincerity and somberness, like she's already come to terms with their fate.

"As Sirens, we feed off an important aspect that hinders their livelihood. That is why it's forbidden to reveal ourselves. For if those ponies knew of our existence, they will not stop until each and every last one us are wiped off the map for good."

This managed to frighten Adagio a little, as Mazurka expected it to. She had a better understanding now why her mother was furious when the Earth Ponies nearly spotted them. Revealing themselves could put Adagio, her mother, and all Siren kind alike in great danger. 'What doesn't belong or outlived their use must be tossed aside'. But given their longevity, it's a wonder how creatures such as Siren's can exist for how many eons, and just now are in danger of becoming obsolete to make way for ponykind.

But as she lets go of her daughter, and the two Sirens soar away again, Adagio couldn't help but look back over at the village with even more curiosity.

"This world doesn't belong to the creatures who dwell within it anymore," Mazurka continued, "it belongs to a new breed of savages. And you'll be wise to steer clear of them at all cost."

* * *

[ **A Few Days Later** ]

The Sirens collectively lived on a single, isle of rock surrounded by cliffs and clashing water. This island was called the Sirenum Scopuli. On top of this tall, wide Island was a forest of beautiful green trees of many shapes and sizes. There were seven caves along the ocean surface that paved as an entrance big enough for ships to sail into. But for a Siren, they're home resides deep within the mountain island itself. Their primary means of entrance are through small, discreet holes scattered all through out the mountain sides. These were places where no creature could reach or enter, saved for a few harmless birds, which are often seen occupying their home all the time.

Holes where Sirens soar through act as a network of tunnels which guide them to different spots and locations on Scopuli. The main tunnel led to the Island's center core, where all Siren's reside and commonly migrate. Their homes were all located above ground, built as average sized homes out of stone and attached to the cavern ceiling, or in similar looking tree dwellings reaching where the forests stood above. Green moss covered most of the cavern and huts. Bright, yellow flowers planted all over radiated and released specs of light which flowed and illuminate the entire grotto. The seven caves also lead to the center, and end at a circular grassland with even more radiating light flowers.

There was enough space to hold over a thousand Sirens, which there was more than such residing on Scopuli. And it was closed off far enough from the rest of the world where having to constantly hide away wasn't a huge hassle.

One afternoon, Adagio was playing with other Siren younglings her age. They soared through an area of trees roots coiling around stalagmites originating from above. All were laughing and having fun by trying to catch each other in a game of tag. Adagio found a spot to hide, but she had a hard time containing her snickering. She had to keep quiet for a green Siren, who stopped to look around then flew off again. Adagio snickered some more, until she heard an odd sound.

A howling wind caused a faint, sparkling sound to twinkle off the cavern walls and echo all the way from the direction in front of her. The noise came from behind a set of boulders blocking a small breach, and inside glowed an unusual radiance of silver light. Adagio was confused at first, then curious, and fascinated with the whimsical noise.

She approached the two boulders and squeezed through the opening. Reaching the other side, there was nothing but darkness. Adagio then used her fin to brush over the yellow flowers and activate their light pollens, which floated in the cavern air to light her vicinity. She explored a bit further, not finding much except more hiding spots for when she plays hide and seek with the other younglings, until coming across a pile of silver light specs sitting on the ground. Adagio bent down and examined them, almost hearing the same twinkling sounds. She grabbed some with her hoof, causing them to twinkle like wind chimes and fill the air like dust. Then, her eyes widened at the next sight she saw.

In front of her were a set of old Railway Buffers, covered in nothing but moss and plant life.

Yellow flowers surrounding the buffers gave off light pollens and illuminated the buffers more prominently for a mystified Adagio to see, and stare at with a tilted head. She didn't know what these were, but saw that the silver dust scattered on the floor led right to them. Cautiously, Adagio floated over to the Buffers, seeing underneath them a set of straight, thick iron bars bolted to the ballast covered ground by wood planks. Still cautious but more curious than anything, Adagio extended a hoof out to touch the buffer beam's tip, only for her hoof to completely phase through the glowing surface entirely. Adagio pulled her hoof back in shock. Looking back at it, she saw that her other hoof was also now covered in a handful of silver dust.

"What is this stuff?" She asked herself.

She had never seen anything like this, and almost didn't want to tell anyone about it, claiming this cave glittery substance as hers alone. This cave seemed closed off from the rest of the Sirens. There's no knowing how many know if this location. Still fascinated by the silver dust, Adagio played with it by switching between hooves to hear its wind chimed twinkles again, all while laughing with amusement. She then sniffed the silver dust. But doing so vacuumed some into her nostril, which made her struggle to hold back an oncoming sneeze.

Unable to hold it back, however, Adagio sneezed onto the silver dust. And as she did, they began glowing in a bright, silver light, and went berserk in its whimsical, off sync twinkle.

Before a frightened Adagio could react, the silver dust began spreading and clinging to her entire being. She anxiously tried wiping them off but the silver dust kept glowing, chiming, and attaching itself to her. She began to panic and scream as the cloud of silver spreads all over her. Finally, it disappears and fades out into nothing, along with Adagio, who was no longer in the cave but now elsewhere.

* * *

In a set of bushes outside a nearby forest came the sound of wind chimes, followed by a bright, radiating cloud of silver sparkles that swirled in a continuous motion. The silver cloud cleared and dispersed to reveal a shuddering Adagio, clinging to her hooves as she anxiously examined her surroundings. This place wasn't her island at all. She saw nothing but trees at first, and wondered how far home was or where she was taken to. Then she heard laughing, similar to the younglings from her Island. This gave Adagio some relief, as she goes to peak through the bushes to her side where the noises came from.

But instead of finding Sirens, Adagio was surprised to see four earth foals and fillies running around and laughing.

There were about four little ponies; two foals and two fillies. One, a foal name Butterscotch, had a yellow coat, golden yellow mane, and golden-brown eyes. A filly named Lickety-Split had a light purple coat, pinkish purple mane, and purple eyes. The children were playing a game of their own, trotting around a land where beyond them was a view of an entire pony village, strikingly similar to the one Adagio passed on her way home the last time she was out with Mazurka Breeze. Could the silver dust have brought her here? Though it's been on her mind a lot lately, how did the glittery dust know to bring her to the farming village?

Adagio quickly hid back inside the bushes, but the ruffling alerted the little ponies to the sudden noise. Now Adagio knew where she was, and was all the more terrified of her predicament. Adagio hoped that none of they hadn't noticed. But they did, as Butterscotch cleared the bushes, and was shocked by the sight of this creature. The other fillies were surprised as well, who also peaked inside. They had never seen anything like her before. Three of the ponies whispered to each other, wondering what she could be. She looked almost like a horse, but with scales and fins.

"Hey," Butterscotch said. "Are you okay?"

Adagio, curled up into a fetal position, opens an eye to see the four ponies looking back at her. She wanted to get away, or for them to leave, but she was too afraid to do anything. The Ponies noticed how frightened she appeared.

"It's okay," Lickety-Split said. "We don't bite."

"Yeah," Snuzzle agreed, another filly with a pink mane and white grey coat.

"Except my uncle Apple Crunch," Commented a foal named Minty.

Adagio kept staring. Though not shaken anymore, she refused to move a single muscle.

"Aren't you going to hurt me?" She asked.

Butterscotch smiled and extended her a hoof to take.

"Now why would we do that?"

She didn't know what to do at first, until she hesitantly excepted his hoof, and found herself pulled out from the bushes and floating out in the open with the four admiring ponies.

"Wow! I've never seen any pony like you before!" Lickety-Split said.

"She's not a pony, dummy," Minty said, "she's a sea monster! Just like the ones my grand pappy told me 'bout."

Everyone gasped except Butterscotch. His eyes only widened to Minty's claim.

"Is that true?" Lickety-Split asked. "Are you really a sea monster?"

"No. Well, I mean."

"What's gotten into you?" Minty asked.

"I'm not suppose to be talking to any of you," Adagio said, shyly.

"How come?" Lickety-Split asked.

"Probably has parents always keeping her cooped up at home a lot." Butterscotch chuckled then gave her a wink, "My folks are pretty strict too. Let's just say I technically wasn't allowed to go out and play until I finished all my chores for the day."

Adagio was flattered. Though she knew she shouldn't be talking with these ponies, so far, they seemed very harmless and friendly even. They weren't at all like her mother's depiction.

"Hey!" Snuzzle called and pointed to Adagio's neck. "What's that thing?!"

Everyone gazed at Adagio's ruby gem and it's glistening shine in amazement on her front neck

"Oh this? It's, uh… my pendant."

"It's so pretty," Lickety-Split admired. "I wish I had one. Where'd you get it?"

"What does it do?" Snuzzle asked.

"Whaddya mean what does it do?" Minty argued. "It's just a rock! It does nothing."

"Actually… uh."

Adagio paused, wondering if she should really be sharing this with a bunch of strangers, strangers she's been told her whole life are nothing but trouble. But these ponies seemed nice enough, and if they weren't as violent as Mazurka said they were, then she was keen to make a good impression on her new pony friends. Everypony waited for what she had to say.

"It allows me to sing."

"You can sing?" Lickety-Split gasped. "We like singing too!"

"Maybe you do," Minty pouted.

"Well, come on, let's hear it," Butterscotch hopped with encouragement. "I bet you're a natural."

Smiling meekly, Adagio shared glances with all the eager ponies, then began singing. The four ponies seemed to like it so far. And the more she continued, the more comfortable Adagio felt, which allowed her to express more of her musicality. Doing so allowed her to create new types of melodies she hasn't sung before. Butterscotch, Lickety-Split, Snuzzle and Minty all gawked at her in mystified amazement. Their jaws hung loose, and their eyes glowed green.

Finally, Adagio finished her singing, and bashfully waited for their response.

"That… was… Amazing!" Butterscotch beamed.

"I loved it!" Lickety-Split twirled on her hoof. "You have such a beautiful voice."

"I wish I could sing just like you!" Snuzzle praised.

"Yer amazing, miss sea monster!" Minty said.

Adagio's face turned red. Receiving praise from these random ponies gave her a new feeling she had never felt before. She felt admired, and adored. Adagio liked this feeling a lot. So, she continued engaging with the four fillies, and allowed them to give her more praise.

"I'm Butterscotch. This is Lickety-Split, Snuzzle, and Mr. personality over there is Minty. What's yours?"

"Adagio," she said, bashfully. "My name's Adagio."

"Butterscotch!" Called a voice.

Another booming voice called for Snuzzle, frightening the five children and making them jump. The four ponies turned to see it was their parents, all of which were walking over to them with strict expressions. Butterscotch's father boomed in a stern voice.

"What are you fillies and foals all doing out," But upon seeing Adagio, "GAAAAHHHHHHHHH!"

Lickety-Split's mother, followed by the other mothers, screamed at the sight of the Siren as well. Their cries echoed through out the forest and carried over to the village.

"Mother? Father?" Lickety-Split said. "What's wrong?"

"Keep away from my daughter!"

Snuzzle's parents went up and dragged her away from Adagio. The other parents hurried and did the same, hiding their children behind them.

"Go on! Shoo, shoo!"

Adagio had no idea what was going on, but grew worried upon staring back at their parents. They were not happy to see her one bit.

"Mother! What are you doing?!" Lickety-Split asked. "Adagio's with us."

"Yeah!" Butterscotch agreed. "She's our friend."

"She?!" His father boomed. "That's an IT!"

Adagio was appalled. Suddenly, a large herd of ponies came trotting up to them next. They all gasped, screamed, and murmured over the sight of Adagio, who only became more nervous as each mare and colt approach her with unfriendly complexions. Amongst this gathering of Earth Ponies was Captain Seashell. His gasp was the loudest of the bunch.

"That's it!" He cried, ruffling through the crowd and pointing at her. "That's the beast! The one sinking our ships, and turning Earth Ponies against one another! There's our culprit!"

Each Earth Pony murmured in aggression. The poor foals and fillies didn't know what was happening. They looked at a frightened Adagio, wondering if what they were saying was really true or not.

"Are we gonna let 'em keep on getting away with this?"

The entire village shouted in disagreement. Seashell got in front of the mob, wielding a hook trident harnessed to his hoof and raising it in the air.

"Then let's get 'em!"

A thunderous stomping of hooves and cheers of approval set all the ponies off into a rally of fury.

"No!" Butterscotch cried, but his parents held him back.

The mob became more aggressive, yelling in anger as they pulled out pitch forks and torches, and began swinging them at Adagio the closer they got to her. Adagio was backed up against the bushes. She wanted to fly away, but was too paralyzed in fear to do anything. Everywhere she looked there was nothing but aggression in their eyes, made effective with the fiery torches billowing against their hate filled scowls. Maybe her mother was right. These ponies are nothing short of aggressive, and fueled with negativity.

With fire and sharp forks barely breezing her, a thunderous roar shook the ground beneath them. Adagio and everypony looked up to see a much bigger red Siren diving down towards them, along with a cloud of burning, green fire emitting from her mouth.

"Hit the deck!" Seashell called.

Everypony galloped out of the way just in time before the green flames struck land with a loud crackling and an explosion of fire. Mazurka floated above Adagio, breathing fire at the Earth Ponies until they finally all scattered, taking Butterscotch, Lickety-Split, Snuzzle, and Minty with them. Mazurka floated down in front of Adagio, growling and guarding her from any pony brave enough to have stayed and fight. None were to be had. So, Mazurka grabbed Adagio and flew away into the sky.

Captain Seashell went back to try and take them on. But found they had already left. However, Seashell spotted, up in the sky, the bigger Siren taking off with the little one. He watched them soar all the way towards the south western direction. And they continued on this course; never taking any turns even as they vanished further in the cloudy sky. Captain Seashell gritted his teeth and held his hook trident to his muzzle.

"I got you now, Sea-Devils."

* * *

Back at their home, on the Island of Sirenum Scopuli, Mazurka, Adagio and all other Sirens young and old gathered for an indignation meeting. Many different colored Sirens, some green, blue, purple, yellow, orange and red, all flew around and floated in the center cave of their Island home. Now that they've been spotted by ponies, the Sirens all had to vote on what they had to do. Some suggest an invasion before they strike first. Some voted to relocate and find a new Sirenum Scopuli to call home. None of them could agree on anything and continued throwing out suggestions. There was a lot of shame and blame placed on both Mazurka Breeze and Adagio Dazzle, who hung her head while Mazurka glared with crossed hooves.

While the Sirens were busy dealing with the next move to make, Mazurka took her daughter away back to their hut. She threw Adagio into their home, who ended up collapsing near her sleeping grounds. Adagio wearily got up, battered from the toss and terrified next of her infuriated mother.

"Now you've really done it!"

"But, Mommy!"

Adagio tried explaining, but Mazurka heard none of it through her seething rage.

"I knew you would've tried sneaking off to that Pony village."

"Please just listen!"

"Do you have any idea what you've just done?!"

"I didn't sneak off! I found this cave while I was playing with some friends and there was this silver, glittery stuff everywhere."

"What?!" She said with impatience.

"It brought me to their village somehow." Adagio stopped becoming feeble, and grew enthusiastic. "But listen to this, Mommy! When I was there, those smaller ponies they… they liked me. They really liked me!"

"What nonsense is this now? Where is this silver glitter cave you speak of?"

Adagio explained the events leading up to her teleporting to the Pony Village. However, Mazurka Breeze could only shake her head in dismissal.

"I know it sounds hard to believe but, when I sang to them," Adagio tried to pluck up courage. "When I sang to those little ponies, instead of getting angry, they were happy."

Mazurka shot her an unamused stare with slouched hooves.

"Not one of them wanted to hurt me," The little Siren beamed. "And they loved my music. Making them adore me… it actually felt good!"

"The only reason they were happy and 'liked' you, is because of these!" She pointed to her glistening gem. "Any feeling of admiration was only conjured by your enchantments."

Adagio almost didn't want to admit it, but now that she thought about it, perhaps her mother was right yet again. But then why where those ponies so nice to her before she sang to them? She clapped her hooves, nervously.

"But… What if this is a way for us to fit in? If we just use our gems to sing some more-"

"Listen to yourself!" Mazurka interrupted. "Have you been tuning out every word I've spoken? We are an ancient tribe destined to remain in shadow while they evolve. We do not coincide with ponies because they are our food source."

"But you said all kinds of emotions can fuel our gems."

"That's not what I meant!"

It was Adagio's turn to cut her off, which only enraged Mazurka to a green, flaming point.

"What if we can make them happy and accepting instead of hating each other? We'll be adored by everypony! We can mend the bond between their tribes but still feed off their energy!"

"You fool!" Mazurka face hoofed. "Negative emotions are the strongest and only source of energy we feed off of. It is the very foundation and core nature of _all_ living beings."

Mazurka leaned closer until her and Adagio muzzles touched.

"Ponies and Sirens alike!"

She arched back, leaving Adagio winded and full of doubt. She glared at Mazurka, however, just as frustrated in her mother for shutting down her ideas. But still, she believed in her recent discovery, and all this talk from Mazurka felt more and more like backwards thinking than it did something that could align with how Adagio believes Sirens can live a life among ponies. They reach out a hoof to her, so why not try and do the same?

"Now cease this nonsense at once or so help me!"

But before Mazurka could finish her threat, a loud rumble thundered all around and shook their hut. Some dust fell from the stone ceiling above them. Mazurka and Adagio shared glances of concern.

* * *

Outside on top in the forest, Mazurka joined a bunch of other Sirens who were also alerted to the continuous rumbles. They hid behind trees and peered out to the open sea. What she and the others saw made their jaw drop.

Hundreds of Unicorn and Earth Pony vessels all surrounded and sailed towards their island. Mazurka soared up to the sky to get a better view of this massive armada. They all traveled in an organized fleet from every direction. Single mast Earth Pony ships cruised side by side while Unicorn longships traveled in arrow formations. Some Earth Ponies had catapults while Unicorns had Trebuchets mounted on their ships. And the few that didn't simply carried brigades of ponies or large, metal cages suitable for a Siren's stature.

"Fire again!" called an earth pony general.

They fired large boulders towards the Island from their catapults. The boulders struck and crumbled into pieces while demolishing and leaving chucks in the mountain. The Unicorns launched flaming rocks from their trebuchets, which hurdled straight towards the small entrances and forest land on top. While Mazurka and other Sirens hiding in the forest managed to evade these on coming projectiles, the flaming fireballs continuously launched by the Unicorn Fleet successfully managed to start a fire and set their trees ablaze.

Meanwhile, as the Earth armada sailed closer to the mountain caves, Captain Seashell and the rest of his fleet spotted Unicorns piloting their longships towards Scopuli.

"Took yah long enough! But if any Unicorn get in my way," Seashell called in threat, "then those sea-devils won't be the only prize we'll be snatching back home!"

"On behave of her highness, Princess Platinum, Earth Ponies are to stand down unless defense is needed while our fleet subdues the beasts!"

"Hah! Not a chance! First one to take 'em down gets to imprison them!"

Their fleets continued hurdling more boulders and fireballs at the Island, breaking away the rocky structures and setting fire to the land above. Unbeknownst to any fleet, armored Pegasi descended from the clouds in large chariots containing metal cages and Ballista's of their own. Some Pegasi carried nets of flaming charcoal and dumped them down onto the forest. Some fireballs made it past seamlessly through the discreet entrances and roared directly inside to their home.

Unable to hide away much longer, a flock of Sirens came roaring out from the forest thicket and towards the armada of ships. They breathed fire to disable their catapults, knocked over their ships and chariots, and combated ponies wielding weapons. The seas surrounding Scopuli were nothing but an imposing battle of Ponies, earth, unicorn and pegasi from above, verses the horde of screeching Sirens.

Mazurka fled back into the cavern to return to her hut. She found Adagio curled up in her sleeping corridors listening to the mountain quake and rumble. Once again, she was too afraid to do anything.

"Hurry, you fool!" She said, grabbing her daughter. "We must leave this place at once!"

The mountain shook again and gave them a jolt.

"Mommy? What's going on?!"

"Exactly what I said would happen," Was all she seethed.

Adagio was surprised at first. Realizing what she meant, she then darted the floor; both nervous and ashamed all over again. Another assault of boulders struck and shook the island. Mazurka held her daughter close and waited for the island to stop shaking before they take off.

"Come now, before they catch us!"

Mazurka took Adagio through the rocky tunnels and soared along the enclosed channels all while the island thundered and bits of stone dust fell from the ceiling. She tried to find a tunnel that led outdoors, but the fireballs had blocked most of their passages and forced Mazurka to take a different path. At last, they make it outside. But instead of being out in the open, Mazurka and Adagio found themselves in the now burning forest. Trees everywhere were set ablaze and radiated a blinding heat from their billowing flames. Adagio couldn't believe her fire reflecting eyes.

There was worst to come. Mazurka looked to the sky and saw a barrage of boulders hurdling towards them. Adagio screamed and hugged her mother. Determined to get them out of here, Mazurka held onto Adagio tight, and boldly flew through the burning woods. She slithered, dodged and weaved passed the billowing flames. Without warning, the large boulders came crashing down within inches of her. She evaded them as best as she could, finding it hard to focus and keep away from the burning trees from scorching her or Adagio. All the while, Adagio kept hugging her mother as tight as ever while crying out in fear. Mazurka had to remain sharp. It was difficult to see past the flames, and even harder to tell where the next boulder would land next. The Boulders crashed against the ground and bounced a few feet. Some knocked down and splintered the burning trees, which created even more dangerous obstacles for Mazurka to deal with as she eluded a few flaming logs, which nearly came tumbling on top of them.

Finally reaching the edge of the mountain, Mazurka came to a stop just to find more fleets of pony ships closing in on them. And in the sky, her and Adagio saw even more oncoming fireballs. Mazurka dove down the mountain cliff and into a nearby tunnel before the fireballs could crash land in their vicinity.

* * *

The island's center cavern where all Sirens migrated was now up in flames, raining debris of rock, and falling apart all around. The only thing lighting their cavern anymore was the flames billowing off the light flowers, tree roots, and the huts built into them. Sirens soared the cavern, trying to maintain their environment to no success.

Even worse, Captain Seashell and his fleet of single mast ships sailed into their cavern through the caves, and parked their vessels along the grassland shore at the very bottom center. Unicorns sailed in through the caves too, and disembarked once their longships reached land. Seashell jumped out of his ship, landed in the water and extended his hook trident.

"Charrrrge!"

Everypony jumped out and cried the call of battle as they galloped towards the center. A few Sirens flew by breathing green fire and whacking fins at their enemies. But despite how powerful they were in comparison, Unicorns and Earth Ponies still had the upper hand. Aiming their Ballista's at an oncoming grey Siren, both pony tribes launched a line of rope which tied itself around their hooves, then their fins, and then their jaws to the point of total immobilization. The grey Siren couldn't break free and found themselves being pulled to the ground while Earth Ponies surrounded her. Another Siren goes to save them, only to have a net fall on top of and tangle her up. They were dragged back by Pegasi soldiers, who tried tying up the net despite the Siren's persistent and aggressive struggle.

"Back off, Pegasi!" Called a Unicorn. "These creatures are ours for the taking."

"We claimed these creatures first!" A Pegasus argued.

"Keep dreaming!" Called an Earth Pony. "Earth Ponies will see to their defeat before any of you bucketheads lay a hoof on 'em!"

And just like that, battle cries suddenly switched to mindless bickering and arguments over who gets to take what and defeat who. Little did any pony care to notice that their fight with one another manifested a green, sparkling mist, which streamed towards all nearby Sirens and filled their gems with the power needed to retaliate. And retaliate they did. The grey Siren broke free of their binds, and another from the pegasi's net. And while ponies argued among themselves, it was too late when they saw green flames striking and burning down their longboats, destroying their catapults and metal cages. The fight raged on with Unicorns, Pegasi, and Earth Ponies fighting back against the empowered Sirens, still consuming all the negative energy being released from the battle, and their pony enemy's own little feud.

"The skies are too dangerous," Mazurka said, flying through the rocky tunnel. "We'll have to risk storming through the armada itself."

"No!" Adagio cried. "I don't wanna get caught!"

"You should have thought of that before exposing yourself to those ponies! Rest assured, little one, I will not let,"

But before she could finish, Mazurka and Adagio stopped and found themselves in the center of the island. And too their horror, both Sirens found their home now withering away beneath the flames and debris of falling rock while Sirens fought pegasi in the air and ground ponies on the lone surface below, all while their home burns.

"We'll have to be quick!" Mazurka instructed.

She took Adagio and soared below towards one of the seven caves now backed up by ship after ship. But as Mazurka flew past her fellow Sirens and army of Ponies, Adagio found herself hurled forward and landing on the ground with a rough thud. She looked over to find her mother being bounded by rope. Various Unicorn Ballista's shot out more rope which tied her hooves, fin, and jaw in place. She squirmed and struggled but couldn't loosen herself.

Adagio cried out with an extended hoof.

"NO!"

Suddenly, a net was now wrapped over Adagio. Before she could react, a group of Earth ponies held onto the net's ropes tight and pulled her down with a strong heave. Adagio landed with a hard thud against the ground. An overwhelmed Mazurka soon collapsed to the ground as well. Both mother and daughter were being dragged away from one another. Adagio managed to slip her hooves and head through small holes in the net, but the rest of her body couldn't. Mazurka kept on trying to fight and growled while Unicorns pushed her towards their vessel.

Adagio's hooves dug against the soil in an effort to get away. She looks back at the Earth ponies hauling her towards their ship. Many Sirens had been caught and locked up in square cages made with stern, metal bars. And the boat Adagio was being taken to had a wide-open empty cage. Realizing where they're taking her, a terrified Adagio struggled and strained, exerting just as much effort to get away but their pull was too strong. Both Sirens were getting closer to their vessels. Adagio didn't want to be taken away or separated from her mother.

She rapidly dug her hooves against the dirt and shrieked.

"MOMMY!"

A petrified Mazurka stopped scuffling and gazed over at her horrified daughter, helplessly trying to escape from her capturers now dragging Adagio onto their ship.

Rage boiling inside, Mazurka growled while emitting green flames from her mouth. Hooves firmly gripping the ground, Mazurka pushed and struggled against the tight ropes. The binds held her down, but she wasn't about to let them take her daughter away. To every Unicorns surprise, the crimson Siren broke free of her hoof and fin binds. Holding onto the rope still, the soldiers tried keeping her at bay but soon found themselves jerked forward as she floats up in the air while breaking free from the rest of her binds. Not even unicorn magic could stop her. With as much exertion and growling fury flowing through her, all of Mazurka's binds had snapped off.

Upon release, Mazurka let out a loud roar that nearly shook the cavern. Her eyes and fins burned a flaming green. Then she breaths a strong stream of green fire at every vessel she could find, setting them ablaze and scarring ponies into abandoning their ships. She takes out the ship Adagio was being taken to. And with much relief on Adagio's end, Mazurka untangles and released her daughter from the net. Adagio went up and hugged her mother with a stream of tears flowing down her face.

"I'm so sorry!" Adagio apologized to no end.

"Now is not the time!" Mazurka warned, letting her go and looking into Adagio's watery eyes.

Winded from his battle, Captain Seashell stumbles into one of his ships, and finds an unused Ballista. He takes it, aims it at the nearest Siren that he spotted, and launches another binding rope in their direction. Hearing another Ballista shoot off, Mazurka Breeze quickly pushes Adagio away from her, and in the wake of this sudden shift, gets caught yet again in binding rope.

"Direct hit, laddies!" Seashell called in triumph.

More Earth Pony vessels arrived through the caves and aimed their Ballista's at Mazurka, tying her down from her hooves to her jaw, and rendering her completely immobile. Adagio immediately flew back to try and help her mother.

"Stay back!" Mazurka cried.

More rope shot at and wrapped around Mazurka, who had no strength left to keep herself airborne as she collapsed back to the ground. Adagio called for her, begged her to keep fighting. Mazurka didn't know what to do, and neither did Adagio. Both looked around and saw most of their fellow Sirens behind cages. The ponies were winning. There was no Siren left to help them, and Adagio was too paralyzed to do anything. Mazurka knew, staring back at her shivering daughter with hooves to her mouth, she had to do something before they catch her next. She was just as terrified as she was. There was only one way out of this. Mazurka Breeze grits her teeth and glares at her daughter one last time.

"Away, you fool!"

Adagio was dumbstruck. This was the first time she's ever seen her mother this afraid. Earth Ponies, Unicorns, and Pegasi all surrounded her. Mazurka struggled under her rope.

"Go, now!"

Hearing more Ballista's shoot in her direction, Adagio dodged and took off before she could get caught in another net. She hurried through the widened tunnel and passed pony ships that didn't have time to react, or were too busy arguing with each other to notice. Adagio successfully escaped and kept on flying passed more vessels sailing inside the caves.

* * *

She wearily found a nearby rock and landed on top of it. She panted and wheezed, completely winded from the scuffle. Adagio looked back at her Island. The entire top portion were the forest once stood was still up in flames and wafted their location brighter than any beacon for miles.

Adagio waited a long time for her mother, too see her appear anywhere at any moment. When she didn't, Adagio tried something else. She rose her head, positioned herself, and roared in her high octave cry. But she didn't hear any response. All that could be heard was the crashing water and the crackling fire. Adagio tried again, this time there was a response. A roar almost like her mothers echoed all the way back to her. Hopes high, Adagio roared again. But there was none to be had anymore, no matter how many times she kept on trying.

"Mommy?"

She sat on the pedestal of rock, watching Sirenum Scopuli fall before her. The black rock she landed on was curved, which allowed a rocky roof over a small, sandy area beneath her. After wallowing in a cycle of denial, Adagio gave up waiting for Mazurka. She hid underneath and collapsed against the sand and stone.

Eyes building up with water, Adagio buried her face into her hooves and sobbed, letting a long stream of tears flow out.

Her home, her kind, and her mother were all gone. It was too much for her to take. Her bawling became too loud as she nearly whaled under her breath. Adagio forced herself to keep it down. As she predicted, a few ships were now leaving the scene. Longboats and single mast ships sailed by, unaware of the lone Siren weeping away her sorrows. Still leaking tears, Adagio simply laid on her belly while watching them sail onward. She wondered how long it would be before the invasion was finished so she could come out again. But even if she did, what could she do? She had no home and no one to guide her. Adagio was all alone.

The fleet didn't sail by her anymore, but there were still battle cries to be heard over on the Island. All Adagio could do was wait it out. She rested underneath the rock for quite awhile, thinking about everything her mother told her regarding hatred, power, and the extent of a pony's wrath. She felt all the more foolish for believing they could coincide with them. Mazurka was right. As a Siren who feeds off their negativity, they had no place in their world. And as a result, the rest of her kind were now wiped off the map. Adagio sniffed back her tears, now thinking about her mother in general, and blaming herself for what happened.

* * *

Suddenly, a small pebble broke off and fell from the roof. Adagio scurried back in fear and stuttered under her breath. She looked to where it came from and prepared for the worst. 'Those ponies found me', she thought with a racing heart. She hid behind her hooves. The wait was too much.

However, leaning her head upside down was another young Siren. She had light cerulean blue scales, and moderate cornflower fins. The Blue Siren stared back at her with a tilted head. Adagio stopped shivering. Another Siren poked her head down, looking more annoyed than anything. This one had light violet scales, and moderate mulberry fins. Adagio was surprised to see them. She didn't know what to say. The blue Siren waved her hoof with bliss as if she didn't watch her home burn up. The purple Siren simply rolled their eyes with irritation over the blue Siren.

Adagio joined them back up top, laying between Sonata Dusk and Aria Blaze. All three gazed to their once beautiful home. The fire had finally subsided and the battle cries calmed. Then, to Adagio's surprise, the entire island was now covered in sparkling green mist. But all the Sirens have been captured. The other two sitting beside her weren't singing anything either. Perhaps, she theorized, the green mist was still being produced by the overall brawl.

She may not be the last Siren, but they were still hopelessly lost. Adagio sighed, still felling depressed. All she could think about was everything those ponies took from her. With this in mind, Adagio glared back at the island with a fierce stare and growled quietly to herself. Then her eyes widened when Aria and Sonata decided to sing.

"Ah, ah-ah, ah-ahh."

"Ah, ah-ah, ah-ahh."

She saw that they were consuming all the green mist from the island, which streamed over and seeped into their glistening ruby pendants.

"Ah, ah-ah, ah-ahh."

"Ah, ah-ah, ah-ahh."

She looked back at the island in all its desecrated ruins. It was there that Adagio finally understood what her mother meant, how anger and hatred really are the strongest and most influential emotions above all. No longer was she lost, or afraid, or nervous anymore. Instead, the more she conjured her revenge, the more Adagio's smirk creased into a devilish grin.

Ponies thought they own this world for themselves, that it was always theirs for the taking. 'Who were they to decide what belongs and what doesn't in their little world?' Adagio Thought. If anything, Sirens should be the dominant creatures. Every living thing is just a magical source to fuel their longevity after all. Adagio had a plan to prove this; one she had hoped to follow through before their attack, but now with an entirely different motive in mind. They were going to make this whole world adore them, by spreading conflict wherever they go, and use their magic to bow everypony to their will, so they may feed off their negativity and reign dominance as a new breed of Sirens, whether anypony liked it or not.

Adagio Dazzle leaned forward, and joined Aria and Sonata in their harmonious melody by taking the lead, consuming all the green mist brewed from the hatred and conflict their pony enemies have brought upon themselves.

"Ah, ah-ah, ah-ahh."

"Ah, ah-ah, ah-ahh."

"Ah, ahh, ah."

"Ah, ah-ah, ah-ahh."

"Ah, ah-ah, ah-ahh."

* * *

 **To Be Continued.**


	2. Chapter 2: Great To Be An Engine

**Synopsis: Sunset Shimmer catches up with an 'old friend', and begins looking back on her and Thomas' adventure.**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 2: Great To Be An Engine**

Canterlot's Mall was bustling with people. It was a busy Friday, and everyone in town usually gathered at the mall to kick off their weekend. One place people like to go to on a Friday was the movie theater, located on the mall's first floor behind two sets of doors attached to the box office. Inside the burgundy movie theater lobby is were people stand and wait. It was still early in the day, so it wasn't as crowded or packed as it would be a night. There were only two theater rooms to view two different movies. There were some arcade games to pass the time, a condiment counter, and the snack bar to pay for food.

Working at this concession stand was Juniper Montage. She was busily getting food prepped for two customers by the counter. The customers waited impatiently as Juniper brings their popcorn and soda cups and hands it to them.

"There you go!" She waved as they walked away, "Enjoy the show!"

Juniper kept waving with a twitching eye. When they were gone, she slouched and grunts in exhaustion.

She didn't like working as an usher compared to her last job. Before working at the theater, Juniper was a gofer for her uncle and movie director, Canter Zoom, who she assisted with on various movie production sets. She was fired after trying to sabotage one of his films so she could be the lead star instead of the actress they already hired. This was due to the mane 7's interference, and because of this she held a bitter grudge against them. Her betterment was fueled after discovering a magic mirror that showed her whatever she desired and did anything on wish commandment. This got out of control to the point where the Girls had to intervene again and stop Juniper from going on a rampage once the mirror transformed her into a warped manifestation of her inner desires. Realizing she was only acting this way out of her desire to be liked by people, Juniper learned that she can still be liked If she had a friend, and how fame or too much attention weren't needed to be admired.

But despite being forgiven, there was still a lot that Juniper had to make up for. And while she was eager to undo the mistakes she's made, continuing her job at the Movie Theater was more of a chore to put up with than anything she was hoping out of mending her mistakes. But she kept on trying and remained chipper despite her indifference.

Juniper Montage finished reloading the popcorn popper when she turned back to face the counter. Feeling disgruntled at first, Juniper was then surprised to see who her next customer was.

"Sunset Shimmer?!"

Sunset smiled from the other side of the counter. Juniper hadn't seen her in a long time. She looked noticeably different. Sunset was now wearing a leather vest jacket with pointed, golden spikes along the collar, an orange, bare shoulder shirt with a red and yellow shimmering sun image, a purple skirt with two black straps and spiked, black heeled boots.

"Um, hi! How's it going? What are you doing here?"

"What else do you go to a movie for?" She joked with crossed arms.

Juniper felt embarrassed but still smiled. Sunset returned the gesture.

"My boss is on holiday for the week, so he allowed us to take some time off. Figured I'd treat myself to a movie."

"And your friends?"

"Still at work. It's just me riding solo today."

"Oh, neat," She chuckled, sheepishly.

Sunset did the same with hands to her hips. Juniper didn't know what else to say. She simply stood with a nervous smile while her hands tapped the sides of her hip. Even though she was forgiven, there was still a sense of awkwardness between her and the Girls. Sunset didn't think it was that big a deal anymore, but sensed Juniper was still a bit troubled by it.

Sunset rubbed the back of her head. "So... it's uh, been awhile, huh? I mean, I haven't heard from you since-"

A walkie talkie strapped to Junipers hip crackled.

"Juniper, you're needed over by the condiment counter. Some kids spilled their popcorn, again."

Juniper looks over past Sunset. Her boss stood with a walkie in hand and pointed at the mess beside him.

"Don't know why he had to walkie me for that," She grumbled before answering her walkie. "On my way, boss!"

Sunset watched Juniper grab a broom and dustpan, and make her way over to the condiment counter. She followed her over to where the spill was as Juniper begrudgingly began cleaning.

"I was just saying it's been awhile since we last spoke."

"You mean after I trapped you in a magical mirror that I was obsessed with to the point where it transformed me into a freakish monster that started rampaging through the mall?"

Sunset sheepishly rubbed her head. "Well, I wouldn't put it that way, but-"

"I would." Juniper sighed, leaning dejectedly on the end of her broom, "I was just so mad about not getting the lead in that Daring Do film. All I cared about was being famous and admired. I was willing to hurt everyone just to achieve any kind of fame."

Sunset hugged her left arm, knowing exactly what she was going through and empathized with Juniper. Not wanting to be reminded of her old self, Juniper tried to chipper up again.

"But, I'm making up for my mistakes the best I can. We've all gotta start over somewhere, right?"

"I'm proud of you, Juniper," Sunset smiled with a hand on her hip. "It's not easy starting over. Believe me. Give it time and I can promise you the pay off will be worth it."

Juniper blushed, gratefully. She finished cleaning the spilled popcorn and dumped it all in a trash bin.

"So, what movie are you seeing today?" Juniper asked.

"Slaughter Camp LX: The Return of Nightmares!" Sunset explained, excitedly.

"Ooh! I heard that's suppose to be a good one!" Juniper was suddenly saddened. "... My uncle knows the director who worked on it."

She sighed after a faint chuckled, still saddened to not have the access she once did as Canter Zoom's gofer. Sunset saw this and said no more on the matter. The two walked back to the snack bar as Juniper went back behind the counter to take Sunset's orders.

"Guess you really do have your work cut out, huh?" Sunset noticed her exhaustion. "No wonder we haven't been able to catch up."

"Sorry for not keeping in touch as much. But you know; duty calls." She tipped her uniformed headband.

Sunset smiled with amusement.

"Even so, I wouldn't want to make any of your friends uncomfortable considering you-know-what."

"Not to cramp your style, but the idea of mending your mistakes also involves reconnecting with people wronged by it. Popcorn and Soda, please."

"Ten dollars." Juniper then went to get her snacks. "But, like, how could I show my face around them again? I sabotaged my uncle's movie set and trapped you all inside a magic mirror. I can't imagine they'd get over it that easily."

"How about conquering a distant pony world by turning an entire school into mindless zombies?" Sunset joked.

Juniper slouched with smile. "Alright, fine. You got me there."

She came back with Sunset's snacks and handed them off to her.

"Well, when I find time out of cleaning up other people's careless messes, then maybe we can hang out. But for now, I'm just your usher."

"Sounds perfect."

Sunset then left with her snacks. Juniper waved until another pestering call form her boss crackled from her talkie.

"Juniper!"

Juniper lets out another groan.

* * *

Sunset Shimmer had some time to spare before seeing the movie. She fooled around with a pinball machine before getting fed up and left to get her seat. Sunset passed a few movie posters while taking sips of her soda. One poster she noticed was still being put up, but the actual image was still visible. She stopped and stared at this particular image, seeing something about it that drew her to inspect it a little closer.

This movie poster depicted a small locomotive displayed on a blue backdrop with railway tracks spread across. The image itself focused on the rear of their red footplate in a low angle shot with two of its giant wheels and connecting rod sneaking into frame. The engine was painted blue and even bared a yellow number on the side of their water tank. All that was written in a big, silver, glittery text was 'Arriving soon'.

The more Sunset Shimmer stared at this poster, the more it kept reminding her of him. The strikingly similar locomotive looked just like, if not close to her best friend from the Island of Sodor; Thomas the Tank Engine. Sunset began to miss him all over again the more she thought about Thomas. She smiled to herself while hugging her drink and bag.

But Instead of feeling upset, Sunset was happy. She rifled through memories of their last big adventure. She enjoyed all the things they did together and liked looking back on it every now and again whenever Sunset was reminded of something that resembled her friend.

Even though there was a rocky curve they had to overcome, her friendship with Thomas was one she still fondly held deer, and was more than glad to have made. They shared a lot with each other and accomplished great things together, along with their friends from Canterlot High and Sodor. When Thomas had to go back home to the Island of Sodor, Sunset nearly had trouble getting over his absence. But she knew her new friends weren't 'that' far away, and they could always visit their world again whenever. Only they hadn't for quite a while, and the thought of going over to visit them never occurred to her either. Where they just as busy over on Sodor as Sunset and her friends were with their own little adventures? Still, she reminded herself that no matter how much she missed him, Sunset always had a little piece of him with her. Whenever she looks up to the stars at night, she'd listen to his song playing in her head, and held Thomas' copper whistle filled with Gold Dust; a gift he gave after leaving Canterlot High.

Sunset stared wistfully at the poster, wishing she could see Thomas again, and share more great adventures together. Turning her back from the poster, Sunset was startled when she nearly ran into Juniper Montage just staring at her with a wide grin.

"Are you as excited as I am?! I've been waiting ages for another comeback!"

She looks back at the poster then to Juniper.

"Oh, no. I was just thinking to myself."

"What about?"

"Uhh, just a friend of mine."

Sunset walked over to a condiment counter to put her snacks down and leaned against its corner.

"Ooh," Juniper chuckled, cheekily. "What kind of 'friend'?"

"Someone I haven't seen in a long time."

"Is he cute?"

Sunset's eyes widened in surprise.

"What? No. Nothing like that." Sunset hugged her arm, "But… I guess I do really miss him. A lot actually now that I think about it."

"Him, eh? I knew it!" She noticed a disapproving Sunset crossing her arms and cleared her throat. "I mean, you two should totally hook up again. Kinda like how you and I did today!"

Sunset rubbed the back of her head. "I-I don't know. He lives pretty far away. I wouldn't want to intrude."

"But if you miss him that much, why not surprise him by paying a visit. He probably misses you more for all you know. Maybe _he_ might be on his way to visit you?!"

Sunset thought about what Juniper said. It had been awhile since they've last spoken. And it would be nice to reconnect with everyone back on Sodor again. although she has gotten use to continuing on without missing him much, just as Sunset imagined Thomas was able to as well. It would still be nice to catch up with them a bit. She stared back at Juniper and her encouraging grin after pondering over the thought.

"Why don't I sleep on it for a bit," Sunset smiled. "Right now, there's a movie I need to catch. Don't wanna miss any of previews either."

Juniper gasped, "miss the previews?! Absolutely not! We can't have that."

The two then walked to the theater entrance. Juniper unhooks a stanchion while Sunset stood and waited.

"You know, I guess It would be nice to hear what he's doing since we last spoke. It's days like these I do kinda wonder what he could be up to right about now."

"All the more reason to go see for yourself," She winked.

Sunset smiled coyly. Juniper then happily waved her arm towards the theater entrance.

"Your movie awaits!"

"Thanks, Juniper," Sunset chuckled while entering the theater.

"Enjoy the show!"

* * *

The Island of Sodor was as beautiful as ever. The trees were full, the flowers bloomed, and the wind carried a cool breeze all around. Birds glided along this windy air while singing in their cheerful chirps. And other animals such as deer, rabbits, and squirrels all galloped on the green grass of the Island's country side and climbed forest trees. It was a good day for everyone.

Sodor is home to many means of transportation and goods trafficking. There was more than one way for people to get around the Island. Some people like to ride on road vehicles such as trucks, buses, and cars. Some prefer a simple trip on their bicycles. Wherever the road couldn't take you, the ships and airplanes could, and many people rely on these to get to places much further than Sodor. But Sodor's main means of transportation and delivery is by a railway system. Steam locomotives and diesels alike all populate the island's primary goods traffic through The North Western Railway. Tracks spread out far and wide, reaching all corners of the land from north, south, east, and west ends. The tracks even cross the Vicarstown Bridge over onto the Mainland, where there are other Railways that provide the same services. Because it's the most relied upon means of transportation and delivery on Sodor, the North Western's engines must be diligent, punctual, and most importantly; really useful.

At Dryaw Station, everyone waited as their train pulled up along the platform. People got into their coaches, the doors closed behind, and the conductor blew his whistle and waved his green flag to signal the train's clearance to take off.

[ _The Engine, with six small wheels, a short stumpy funnel, a short stumpy boiler, and a short stompy dome, blew their whistle in a proud manner. And with that, Thomas the Tank Engine and his two coaches Annie & Clarabel took off in a happy haste._]

 **Thomas:** "Oh yes it's great to be an engine and go,"

"Steaming along."

[ _Thomas rocked on his chassis side to side while chuffing down his branchline, blowing his whistle at one point as he did._ ]

"Puff, puff, puffing along."

 **Annie & Clarabel: **"Peep, peep, peeping along."

[ _Another loud blow of his whistle came from Thomas who continued speeding down the tracks. He zoomed by a station where large groups of people waved to the blue tank engine._ ]

 **Thomas:** "All the people waving as you,"

"speed along."

"Speed, speed, speeding along,"

"All day."

[ _Percy was shunting trucks at Brendam Docks with Bill & Ben. He ramed into a truck before stopping and shifting his body gently to the song. Bill & Ben do the same, not really knowing why but were keen to be apart of the fun either way._]

 **Percy:** "We're all so proud to be famous engines."

[ _As the seasons change from summer to fall, Toby the Tram Engine with his fateful coach Henrietta, chuffed down the red, orange, and yellow country side of Sodor's fall weather landscape._ ]

 **Toby:** "And travel through the countryside!"

[ _Transitioning behind Henrietta, an Express train had been stalled on Gordon's hill. Edward pushed from behind, trying to get the train up to the very top._ ]

 **Edward:** "We're always brave when there's hills to climb. No mountain,"

[ _Triumphant but tired, Edward successfully reached the top summit as the Express thundered down the hill._ ]

"Is too hiiiigh!"

[ _Next, Thomas was joined by Percy and James. Both engines rode along beside him while teetering side to side._ ]

 **Thomas, Percy & James:** "Oh yes it's great to be an engine and go,"

"steaming along."

[ _James, chuffing to Thomas' right, blew his whistle first. Than Percy, chuffing to Thomas' left, peeped his whistle after._ ]

 **James:** "Puff, puff, puffing along."

 **Percy:** "Peep, peep, peeping along."

 _[The three engines veered 'round a railway bend, breezing a few flowers in their wake. James' wheels clanked over the tracks in a hasty pace.]_

 **Thomas, Percy & James:** "Fly along the rails as your,"

"wheels go 'round."

[ _Thomas, Percy and James continued shifting, singing, and all around having a good time._ ]

"Whiz, whiz, whizzing around,"

"All day."

[ _Gordon puffed through the stormy weather, being pelted by rain as he took the Express through the dark clouds. He looked up to the sky. Miraculously, the clouds cleared to reveal a glimmer of blue skies, and a bright, beaming sunlight peaked through with its sunny rays._ ]

 **Gordon:** "It doesn't matter come rain or shine!"

[ _Back on earth along another set of Tracks, Henry was pulling a train of coal while happily steaming through the blooming spring forests._ ]

 **Henry:** "There's always things for us to do!"

[ _Now in the winter time, James pushed through the thickening snow with his snow plow whilst flakes_ _gently_ _floated down on top of him._ ]

 **James:** "And in the cold, cold wintertime, we're ready!"

[ _Emily emerged from her berth at Tidmouth Sheds beaming with energy. Her fire crackled, steamed hissed, and with a wink of an eye, she takes off to find her friends._ ]

 **Emily:** "When you light the fire, and stoke the boiler, "

"and we'll be there for you!"

[ _Emily and the rest of the Steam Team chuffed down a long stretch of track on a lovely spring day. Thomas led the charge and stayed in the middle of three tracks. Percy was on his left while James was on his right. Henry was behind Thomas, Gordon, behind James, and Edward behind Percy. Toby chuffed behind Edward and Emily chuffed behind Gordon_ ]

 **Steam Team:** "Oh yes it's great to be an engine as you're,"

"steaming along."

[ _Gordon and Edward whistled along with Henry, while Toby's bell tolled to their song as well._ ]

 **Gordon and Edward:** "Huff, puff, puffing along."

 **Henry and Toby:** "Peep, peep, peeping along."

[ _The brigade of engines thundered down the tracks with the wind brushing pass the speeding locomotives._ ]

 **Steam Team:** "Feel the wind around you as you,"

"push along."

"Huff, puff, puffing along,"

"All day."

* * *

Three children stood on top a bridge as the Engines made their way under. They hurried to the other side to watch the Engines still carrying on in their journey. A red-haired boy pointed in their direction.

"Wow! Did you see how quick those engines went by us just now?"

"They're so fast and strong!" A girl with blond hair and a light blue ribbon admired.

"I know! Can you imagine if were we engines too?" He continued. "I could speed down tracks just like they do all day long."

"People can't be engines," Said a schoolboy.

"Yeah!" The ribbon girl agreed. "That wouldn't work at all. Just become an engine driver."

But The red-haired boy sighed wistfully, paying no notice to their comments.

"Thomas and his friends must have so much fun. Oh, If only I could be an engine too."

The girl and boy looked at each other and shook their heads in disagreement.

* * *

[ _The Steam Team continued down the line, now joined by Duck, Oliver, Toad, Donald, Douglas, and Bill & Ben. All engines tailed behind Thomas and the others._]

 **Engines:** "Oh yes it's great to be an engine as you're,"

"steaming along!"

[ _The great western engines blew their whistles, followed by the Scottish Twins._ ]

 **Duck & Oliver:** "Puff, puff, puffing along!"

 **Donald & Douglas:** "Peep, peep, peeping along!"

[ _All fourteen engines rattled and clanked along the railway tracks, thundering down a long stretch of rails by an open, spring filled countryside._ ]

 **Engines:** "Fly along the rails as your,"

"wheels go 'round!"

"Whiz, whiz, whizzing around!"

"All day!"

[ _At Knapford Station, Gordon parked along Platform one and waited as Stafford the Electric Engine shunted his Express Coaches to the back of his tender._ ]

 **Engines:** "Oh yes it's great to be an engine and go,"

"steaming along!"

[ _Edward and Henry backed into platforms three and four then blew their whistles. Along with James and Percy, backing in after them before blowing their whistles too. Percy parked in front of Henry on platform three and James in front of Edward on platform four._ ]

"Puff, puff, puffing along!"

"Peep, peep, peeping along!"

[ _Toby and Henrietta rolled in on platform six and Emily puffed along platform five with her green and cream-colored coaches._ ]

 **Engines:** "All the people waving as you speed along!"

"Puff, puff, puffing along!"

[ _And finally, steaming into platform two with Annie & Clarabel, Thomas came to an abrupt stop to finish off their song._]

"Peep, peep, peeping and a puff, puff, puffing!"

"We can steam around all daaaay!"

* * *

The passengers in Knapford station all broke out into an applause. Everyone cheered and whistled, all while the Engines smiled at each happy face they spotted. It was unexpected to be treated with such a grand performance. The passengers were pleasantly surprised and greatly enjoyed it. All except Sir Topham Hatt, who looked more confused as he hustled through cheering passengers and mumbling to himself over the noisy abruption.

"Wh-what is this? What's with all the commotion?!"

The passengers finished their cheering and went on with their day. They began climbing into their respective coaches such as Gordon's Express coaches, Annie & Clarabel, Emily's Coaches, and Henrietta.

"Good morning, Sir!" Thomas was the first to say. "We were just freshening ourselves up for the big day a head of us."

"And there's no better way to start the day off like a fun little vocal practice!" Emily agreed.

Henry chuckled. "Especially with all the visitors we've been getting recently. They just love us, Sir!"

"But nothing is running as scheduled," Sir Topham Hatt argued. "Instead of being a reliable railway, you're all causing confusion and delay!"

James had been making funny faces and moving his mouth to mimic Sir Topham Hatt's in a silly way. Percy watched while trying to hold back his laugh, but burst into a light giggle once James finished his mocking and cracked a smile. Sir Topham Hatt leaned over to view the two engines with both fist on his hips and a mean glare in their direction. Percy and James quickly noticed his grimace and stopped giggling; Then tried playing up innocent grins.

Thomas chuckled. "The passengers don't seem to mind much, Sir."

"That may be, Thomas. But the fact remains that we still have to keep things running to a tee. And having random outbursts of singing, dance numbers, or what have you, can wind up distracting us from our duties."

"I tried to warn them countless times, Sir," Gordon boasted, "but those silly engines just simply wouldn't listen."

Sir Topham Hatt hummed under his mouth and raised a brow while both fists remain on his hips, and a foot tap echoed off the ground. Gordon stuttered nervously.

"Eh, that is, after I thought of joining in to get their attention, of course," He grinned, innocently.

"What crawled into his smoke-box this morning?" James said.

"I don't think Sir has a smoke-box, James," Percy said.

Finishing his suspicious glance, Sir Topham Hatt continued.

"As I've told you all time and time again, we're here to set a standard that no other railway can match."

Duck and Oliver were parked next to the station's siding along with Donald, Douglas and Bill & Ben. They listened in on Sir Topham Hatt's scolding, also feeling a bit ashamed.

"Engines of the North Western are strong, able workers. And really useful and right on time above all else. That is why we're the most reliable steam driven system there is; because we deliver what others cannot."

"A fun, toe tapping musical number?!" Thomas exclaimed with a grin.

James and Percy found it funny but Sir Topham Hatt simply pinched the bridge of his nose.

"We're sorry for causing so much trouble, Sir," Edward chimed in. "We'll be sure to get back to work and be really useful again before you know it."

Sir Topham Hatt sighed, then lets out a relaxed smile.

"Oh, you've always been really useful, Edward. All of you have. No matter what happens elsewhere, I wouldn't have any other steamies working on my Railway. I'm proud to call you all my engines. That's why I expect more out of you."

The Engines suspected something off from Sir Topham Hatt. They were confused by the sudden shift in his tone.

"Is everything alright, Sir?" Toby asked.

"Never mind me, Toby. It's time you all get back to work. And please, try to keep minor distractions at a minimal."

"I don't know, Sir," Thomas teased as he blew his whistle. "If the passengers start demanding more, then I might not have a choice but to give 'em what they want."

Thomas took off with Annie & Clarabel. James, Percy and the rest left as well to find work and carried their passengers to their destinations. Knapford Junction was now bustling with engines once again. But this did little to ease Sir Topham Hatt's worries. He checked the time on his pocket watch. Each ticking arm made his heart sink further.

"Oh, deer, oh, deer," Sir Topham Hatt worried. "Everything's already fallen behind schedule. What will _he_ say if things keep up like this?"

Gordon still had to wait for the doors of his coaches to close. He was about to take off before Sir Topham Hatt stopped him.

"Eh, just a moment there, Gordon. I'd like to have a word with you."

"What is it, Sir? I'm not in any trouble, am I?"

"Well, it does involve you but in no way does it mean you're in any real trouble."

Sir Topham Hatt tucked away his pocket watch and took off his hat, holding the brim nervously.

"You see, it's about your brothers."

Gordon raised a brow. "My, brothers, Sir?"

Meanwhile, a workman was putting up posters around Knapford station. They lined it up against a brick wall, and brushed their broom against it to stick the poster in place. On the poster was an illustration of a green, class 40 diesel engine hauling a long load of freight cars with all sorts of goods. The text written in stylized letters on the bottom reads; 'North Western Railway; A faster, functioning, future.'

* * *

 **To Be Continued.**

* * *

 **Music Used:** "It's Great to Be An Engine" From Thomas & Friends.

 **Composers:** Mike O'Donnell & Junior Campbell.

 **Copyright Ownership:** HiT Entertainment™, Mattel, Inc.


	3. Chapter 3: Revolutionary

**Synopsis: We're introduced to some old faces (Ones modern T &F fans might not recognize), and a meeting with a certain diesel lead the Girls to discover an old enemy of theirs might be on the loose again.**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 3: Revolutionary**

[ **2 days later: The Island of Sodor** ]

Vicarstown's bascule bridge is an important landmark of the Island of Sodor. It's a double tracked, rolling lift bridge of some 120ft span; situated east of Vicarstown Station and carries the Railway's Mainline, connects Sodor to the Mainland at Barrow-in-Furness, and crosses the Walney Water Channel. At the drop of this rolling lift bridge, a train of various diesel engines came thundering pass the bridge's channel. The loud and rambunctious diesels honked their horns and hollered expressions of exuberance while crossing over to the Island of Sodor.

"YEAH! WOO!"

There were diesels of all types. Electric Type 4, BR Class 31, 52, Peak 46 and Hymeks 35. Smaller shunting diesels were also part of the brigade. Many were Class 05 & 06, and others spotted were class 08 and above. Many of these diesels looked rough and tough. They rode down the tracks, laughing and bumping into each other for fun. All except for one, who rode carefully so as to not get bumped by the feistier diesels.

BoCo, a Metropolitan-Vicar's Electric Type 2, followed the herd of diesels down round bends, past forests of trees, and fields of green grass and flowers. A flock of birds flew along side him and tweeted a welcoming melody. BoCo smiled and watched them glide away back into the sunny sky.

BoCo exhaled. "It's good to be back."

He used to work on Sir Topham Hatt's Railway and was thrilled to hear he would be returning to help out once again. BoCo had made lots of friends on Sodor; particularly with Edward and Duck. He even knew how to sort out the troublesome twins, Bill & Ben, well on his own. Though they can be troublesome, BoCo still considered the saddle tanks good friends, and was looking forward to working with them again.

"I'll tell you what," BoCo began while admiring the scenery. "Sodor has certainly changed a lot since we last worked here. Wonder if Bill & Ben are any different now too, eh Derek?"

Looking to his left, BoCo saw that nobody was next to him. He darted to his right and left, confused by his friend's absence.

"Derek?"

BoCo then reversed back a little, now riding beside the struggling diesel engine lurching away with faint, panting breaths. Derek had also worked on Sodor once before. He came after Sir Topham Hatt requested that another diesel assist BoCo, Bill and Ben at the quarry. Unfortunately, as a Class 17, he is known to have teething troubles. So, he often breaks down and overheats when pushing his limit. Despite this, Derek tries to do his best with high spirits regardless of what some would say about his ability to work. BoCo didn't mind any of this though and took a liking to Derek.

"Oh, my grease and oil," He said with red cheeks. "I'm not sure how much further I can make it."

"We're practically here," BoCo assured. "Just need to find where we'll be staying."

Derek blew air out his mouth. "I hope its somewhere close to the Quarry. I'd hate having to constantly travel too far. And you're sure they have a dieselworks now?"

"Last I checked."

"Good," He exhaled. "I can't wait to see what fresh parts and tooling they'll use to repair my cooling system!"

BoCo tried cheering him up some more, "Looking forward to meeting our friends as well?"

"Oh, yes!" Derek beamed. "It's been too long. Ooh, I'm so excited I might burst a radiator."

"Now, now," BoCo chuckled. "Let's settle down before one of us actually over heats again."

"Sorry," Derek blushed, but with his face red already it was hard to tell. "I'm just so eager to prove myself again."

"A rust bucket like you doesn't deserve to prove himself," said a smug voice.

Another diesel oiled up next to Derek. This highly sophisticated diesel was a Class 40 type with the numbers D261 painted on his sides. His livery was a gleaming, brunswick green, with a thin, lighter green stripe running along his roof. He had glistening, yellow warning panels, and sparkling, silver buffers along his bright red buffer beam. Just like BoCo and Derek, Class 40 was once sent to Sodor long ago to help the other Engines. But all he did was insult them by saying they were out of date, good for scrap, and bragged about his modernity. He finally met his karma when a bowler hat lodged his exhaust pipe, preventing him from taking an important passenger train and sent away in disgrace.

Class 40 stuck out a haughty chin. "It's a wonder how he managed to stay in service this long, when so many of you have already been withdrawn due to your intolerable teething troubles."

"Now wait just a minute," BoCo came to Derek's defense. "Derek here can be just as useful as any of us."

"Yeah!" He agreed, then blanked on his definitions. "I'm resourceful and… uh… Sagacious!"

"Hah!" Class 40 snooted. "The only reason he's even being sent to this backwater Island is so folks over on the Mainland won't have to deal with him. The days of shunning him along sidings are a thing of the past!"

The two diesels were shocked. Class 40's comments had gravely upset Derek. BoCo became cross.

"Ugh. You Class 40 type are all the same. Always thinking you're above everyone and putting the rest of us engines down in a dump."

"It's not my fault none of you were built to be this marvelous," he bragged while admiring his squeaky-clean buffers.

"Why don't you make like a bee and buzz off."

Class 40 snooted. "Gladly. I'd hate to have this one's dirty soot splatter my fine livery."

Suddenly, Derek's cooling system began to gargle and jitter a stalling noise.

"Oh, no! I think it's… it's!"

An abrupt, coughing engine noise caught two of the diesels off guard. BoCo and Class 40 came to a stop and looked over back at Derek falling behind. Trying to jerk a head, Derek finally halted as his generator stalled with a complete pop. Thick, black smoke came billowing out from his exhaust back engine. Derek was no longer red in the face, but now green all over. Class 40 shot BoCo a condescending smirk.

"Very useful in deed, BoCo." Class 40 blew his horn, "Useful for scrap!"

He took off with a cackling laugh, leaving behind an angered BoCo. Then, Derek felt something bump into him. Three diesels held up from behind him were a Class 31 Skinhead, a Class 52 Western, and another Class 40, painted in a much dark green called Whistler.

Skinhead backed up after ramming into Derek.

"Hey! What gives?!"

"Who's blocking the line?!" Whistler called.

"Agh, It's only Derek," Western complained. "Worthless piece of junk broke down again."

"How can he call himself a real diesel with a track record like this?"

Derek felt insulted. He looked at the ground in shame. His face might be green, but there were red cheeks peaking through with embarrassment. Derek didn't like having a faulty cooling system. Other diesels often made fun of him for it, which made it hard for him to fit in with his fellow diesels. BoCo truly felt sorry for Derek. He didn't like when other engines are being teased.

Honking his horn, BoCo drove onto Derek's line from a set of points, and reversed back into him. Derek was surprised at first until him and BoCo finally met buffer to buffer. With both diesels coupled up, they took off again and the halted train continued as normal. Derek felt lucky to have a friend like BoCo.

"Thanks, BoCo," He said, appreciatively. "You must be the only nice diesel on the whole railway."

"Nonsense," BoCo chuckled. "What about you, Derek? You're a good chap too."

"That wouldn't really make me a real diesel. And I'm already an outcast as is."

"Not all diesel's have to be rough and tough. Or stuck up for that matter. It's all just a front."

"Really?"

"Sure. Take a page out of my book and don't let high and mighty diesels tell you different. Being friendly is a welcomed repertoire. It makes you one of a kind."

"One of a kind, eh?" Derek pondered.

"That's right. You're already unique as it is, so why not take pride in it?"

BoCo carried Derek the rest of the way down the Mainline of Sodor. Derek thought of something funny he heard a few minutes ago and brought it up to BoCo.

"Make like a bee and buzz off?" Derek chuckled.

"Not my best comeback," BoCo smiled, coyly.

"You can say that again."

"Might've learned it from James at one point. Guess I should've known better than to take a page out of his book, eh?"

This managed to make Derek laugh a little. BoCo chuckled quietly along as the two diesels headed down the Mainline.

* * *

It was a bright, sunny day at Canterlot High School. Things were moving at a slow pace, but the students and facility didn't mind so much. It had been a while since anything magical occurred as far as anyone was concerned. While there were small occurrences of magic involved, nothing that would put the whole school in jeopardy was ever really brought to their attention. And so, everyone enjoyed and took advantage of the magical absence they had for now.

Inside the school, students young and old occupied the hallways, talking to their peers and scurrying down the corridors. Sunset Shimmer entered through the entrance and took in the ambiance. Though it would be exciting if there were another magic problem to solve, simply seeing everything at peace put Sunset at ease. Her and her friends had no problem doing other activities.

Taking in a relaxing inhale and releasing, Sunset went on with her day strolling confidently down the halls. Along the way, a few students stopped to say hello.

"Hey, Sunset!" Waved a student.

"Hi, Sunset," Waved another.

"Yo! Sunset!"

Sunset smiled and waved. "How's it going?"

"What's up, Sunset!"

"Not much!" She said, still strolling.

Flash Sentry leaned against his locker with his guitar when Sunset walked by.

"Sunset, looking good."

"Hey, Flash."

She then noticed another friend putting books away in her locker.

"Hi, Wallflower."

Wallflower Blush almost jumped when she turned to face Sunset.

"Oh, hi, Sunset!"

"How's the gardening club?"

"It's going great! Thanks for asking. Where're you off to?"

"Just looking for my friends. We'll talk later, okay?" She waved and continued on.

Wallflower waved back until Sunset was no longer in view.

But as she searched for her friends, Sunset Shimmer found that they weren't anywhere to be seen. She tried calling all six of them, but their calls went to voicemail. Sunset finally stopped in the middle of the halls and stared at her phone. Her next call still went to voicemail.

"That's weird. It's not like them to not respond to their calls or texts," Sunset pondered to herself. "I wonder where they could be?"

Sunset rubbed the back of her head until she heard faint singing coming from down the halls. Curious, she looked over to where the noise is and saw it was originating from the Gymnasium entrance.

[ _"We're Canterlot united."_

" _Unite!"_

" _We'll never bow."_ ]

Recognizing their voices, Sunset rolled her eyes and smiled before making her way to the Gym.

"Oh, right. Prep rallies."

* * *

Upon entering the Gymnasium, Sunset was met with an energetic and rambunctious atmosphere. Nearly half the school's students were in the gym, all standing near the stage or sitting on the bleachers while singing along to the upbeat rally.

The School's marching band were lined up side by side along the bottom stage. A Baton Twirler, and seven other students with their instruments marched in a stationary format by kicking their knees to the air. One band member played the precision snare drum, another on bass drumming, and thr rest played the piccolo, Sousaphone, trumpet, clarinet, and trombone.

Some recognizable faces, including Trixie, Derpy, and the CMC were all present. Each student wore pony eared headbands and tails wrapped around their waist to support their school as a sign of unity. The school's marching band, positioned near the stage, provided the music which kicked off this enthusiastic gathering.

"We'll always be Wondercolts forever."

"Three! Two! One! Go!"

"And now our time has finally arrived."

"Our time is now!"

[ _Everyone cheered and sung, all to Sunset's surprised but confused demeanor. She had forgotten what the rally was for at first, and what everyone was so hyped for. But upon looking back at the stage and the teens who were on it, Sunset was well up to speed again. The Baton twirler swung her baton and encouraged everyone to sing as loud as they can._ ]

"'Cause we believe in the magic of friendship."

"And you know, at the end of the day, it is we who survive."

"At the end of the day, it is we who survive."

"'Cause you know, at the end of the day, it is we who survive!"

[ _Sunset crossed her arms and leaned her left bicep against the wall with crossed legs, baring a relaxed smiled as she watched the CHS students display their school spirit with pride._ ]

"At the end of the day, it is we who survive!"

[ _CHS students began to clapping in a synchronized motion._ ]

"Na, na, na-na-na-na!"

"Wondercolts united together!"

[ _Up on the stage and leading the whole rally were her friends. Twilight Sparkle and Rainbow Dash stood center stage. Pinkie Pie and Fluttershy stood to Twilight's right while Applejack and Rarity stood to Rainbow Dash' left; they_ _clapped along in rhythmic fashion to get the energy building_ ]

"Na, na, na-na-na-na!"

"Wondercolts united forever!"

[ _Spotlights shined down on the Girls and the marching band adding a strong ambiance to their song. Rainbow Dash took the lead._ ]

 **Rainbow Dash:** "We'll always be Wondercolts forever!"

 **Everyone:** "Wondercolts united together!"

"And now our time has finally arrived!"

"Wondercolts united forever!"

[ _Rainbow Dash hopped off stage and stood beside the baton twirler and the marching band_.]

"'Cause we believe in the magic of friendship!"

"Wondercolts united together!"

[P _ortions of Rainbow Dash's body glowed a bright light as the magic within her started to show. A flash of light appeared on her head and grew tiny pony-esc ears. One Pegasi wing flared out from her the another_ _proudly_ _wing spanned_ _. Rainbow Dash embraced her fully completed pony up appearance once another light flashed from her hair and added a new extension that transformed into a long pony tail with a red scrunchie holding where the attachment meets._ ]

"And you know, At the end of the day, it is we who survive!"

[ _Rainbow Dash, glowing in a sparkling light blue radiance, hovered above ground passed Twilight and her friends on stage. The Girls watched Rainbow Dash make her way back to their level, still clapping along until the song ended with each of them positioning themselves in a finishing pose. The baton twirler throws her rod up for Rainbow Dash to catch and point to the ceiling with magic flowing throughout her every being._ ]

"At the end of the day, it is we who survive!"

The gymnasium roared with a thunderous applause and cheers which echoed off the gym walls. Sunset Shimmer applauded as well, impressed by her friend's performance.

* * *

As the gym begins to clear out with everyone leaving, Sunset went up to her friends who were climbing down from the stage. Pony powers withering away, Rainbow Dash lands back next to them as her and the rest spot Sunset approaching them.

"Sunset!" Twilight said, excitedly. "You made it!"

"An' about plum time too!" Applejack smiled. "We just got done our rallyin' fer the day."

"Right. I forgot that was today. Sorry I missed it, everyone."

"That's Okay!" Pinkie popped up next to her. "We Spent Literally All-Day Preforming School Rallies That None Of Us Were Keeping Track Of Time Either! Well, At Least I Wasn't Because I Was Having Too Much Fun!"

"So, what did you think of our totally awesome performance!" Rainbow Dash asked.

"It was great, as usual," Sunset smiled with hands on her hips.

"In deed. We were simply fantastic!" Rarity said. "Oh, I only wish I wore my best dance ensemble for the occasion!"

"At this point our school spirit's gonna give Crystal Prep's a run for their money," Rainbow Dash said.

"Maybe this time they'll actually treat these games as such instead of an over competitive batch of nonsense," Twilight said.

"With Principal Cadence in charge now," Applejack said, "I reckon we won't have to worry much about that no more. 'Specially after partin' on good terms with the Shadowbolts."

"Sorry you weren't apart of the rally, Sunset," Fluttershy said. "We had to get stared early so that the whole school could cheer us on this week."

"It's fine. Prep rallies aren't really my thing anyway."

"But you're still going to compete with us, aren't you darling?" Rarity asked.

"Sure, I will. Wouldn't mind participating in a proper 'Friendship Games-esk' event for once."

The Girls nodded and agreed. Then, a boy they didn't recognize approached the group. He had dark green, curtained hair with center parting bangs and short sides, hazel eyes, dark orange eyebrows, and light, greenish gray skin. He wore a dark green, stand collar Jacket with two yellow square designs along the bicep and two on the abdomen, a black t-shirt, dark green pants and orange, tumbled leather boots with black laces and sole.

"Ello, there!" He waved.

"Hi!" Pinkie waved.

"Uh, howdy," Applejack greeted.

"Can we help you?" Sunset asked.

Sunset and the others have never seen this boy at school before. They didn't know what to make of him.

"My name's Paxton! I just wanted to say how amazing your singing shows were! I've never heard anything like it."

Rainbow Dash scoffed, boastfully. "Of course, you haven't. We're awesome."

"That's very kind of you to say, Paxton," Fluttershy said.

"This mean you'll be rootin' for us when the races begin?" Applejack encouraged.

"Sure!" Paxton rubbed the back of his head sheepishly. "Um… what exactly am I rooting for?"

"For The Wondercolts At The Crystal Race!" Pinkie Pie shoved a poster in his face. "We're Competing Against Our Friends In The Shadowbolts For A Charity Event That Crystal Prep Academy's Hosting!"

"Wow! That sounds exciting!"

Paxton took it and looked over the poster in awe. The Girls then introduced themselves afterwards and told Paxton more about the Crystal Race, as well as their history with their rival school. Upon inspecting him a bit more, Twilight adjusted her glasses to make sure they were focused right.

"Wait a minute," she squinted through her glasses. "Weren't you in the Cafeteria while we were preforming one of our rallies?"

Paxton rolled up the posted and pocketed it in his jacket.

"I was! You girls gave me and my friend Diesel those ears and tails."

"Are you two new to Canterlot High?" Sunset asked. "If so, then welcome to CHS."

"Actually, I don't go to this school," Paxton revealed. "I'm from a place called the Island of Sodor!"

"The Island of Sodor?!" The Girl's shouted with widened eyes.

"Yeah, that's right! See, I was trying to get your attention earlier 'cause I wanted to ask if-" Paxton stopped upon realizing and seeing their stunned faces. "Have… you all heard of Sodor already?"

Sunset and Twilight shared a quick glance.

"Do you know any blue engine named Thomas?" Twilight asked him.

"I do! We're such good friends. But, how do you know Thomas?"

"Why, him and his friends visited our school before," Rarity said. "They helped us save both our worlds from falling apart."

"If you're here," Sunset said, "That means you arrived through the Magic Railroad. I don't suppose Thomas is with you too?"

"Um… I guess? And no, it's just Diesel and me. Sorry, Sunset."

"Oh," Sunset slouched before crossing her arms. "So, what did you wanna ask us?"

Paxton remembered Diesel's strict instructions to not say to much about where he's from or why he's here. He felt a little silly for bringing it up now. And seeing has how they already know all about Sodor, Paxton wasn't so sure how much else he should be telling them.

"Well, truth be told, I wasn't supposed to tell you were I'm from. Diesel says we shouldn't be speaking to anyone."

"Where is this Diesel fella by the way?" Applejack asked.

"Well he's right... here?"

Paxton looked to his left, then right, then spun around until he stopped. He gasped with eyes widened and hands on his cheeks.

"Oh no! We must've gotten separated!"

Unknown to either of them, the poster Pinkie Pie gave Paxton hung loose from his jacket pocket from his spinning. The Girls were still wrapping their heads around their reasons for visiting until they noticed Paxton taking off while waving back at all the Girls.

"I have to find Diesel or he's going to be cross with me! Goodbye, now! Nice meeting you all!"

"Wait!" Sunset chased after him until coming to a stop. "What about… why you're here."

Twilight went up to comfort a slouching Sunset with gentle pats. In wake of Paxton take off, the rolled-up poster fell from his jacket and landed before the two girls. They picked up the poster and examined it before sharing looks and staring back down where Paxton ran.

* * *

The Girls were now casually walking down the hallway of Canterlot High. They discussed what Paxton and Diesel's reasons for being here could be in light of meeting a new face from Thomas' world.

"They could just be visiting, Sunset," Twilight suggested. "Sir Topham Hatt did say his engines could cross over into our dimension whenever they liked."

"Maybe," Sunset said. "But I can't stop wondering what Paxton wanted from us though."

"I'm a little worried about it too," Fluttershy said. "What if Thomas, Henry and the others are in trouble so they sent Paxton to warn us?"

"I don't think he'd take his time saying how awesome we are if it was that urgent," Rainbow Dash said.

"If they were in any real danger," Rarity said, "Thomas would tell us so himself in whatever conceivable manner he can."

"That's why I think we should talk to Paxton," Sunset suggested. "I'll take care of that while you're getting ready for the Crystal Race."

"Which reminds me," Twilight chimed, "apparently, the maximum of competing constants are now limited to just six per team. Which means-"

"One of us is gonna have to sit this one out?" Applejack said with worry.

Everyone stopped in the middle of the hallway, now contemplating what this means. Fluttershy spoke shyly with both arms behind her back and her front foot squishing against the floor.

"Um… If it's alright with everyone, I wouldn't mind being taken out."

"Come on, Fluttershy," Rainbow Dash insisted by gently nudging her elbow. "You've gotta be apart of the team."

"Um, well, I would, but, it's just that, oh, I don't think I'll do any good." She slouched with eyes closed. "I'd only get in the way and hold everyone back."

"But you did just fine at the Friendship Games," Rarity said. "We all made it to the finals together even."

"Before It Was Canterlot High That Mainly Hosted The Games," Pinkie said. "Now Crystal Prep Is Running Things, Which Means Their Challenges Are Gonna Be Waaay More Difficult, Waaay Tougher, And Mega, And Ultra, And Suuper Unforgivably Demanding! I Mean, We Could End Up In The Emergency Room This Time!"

Fluttershy whimpered. Some of the girls shot Pinkie Pie glares. Pinkie smiled and apologized after a sheepish chuckle.

"The five of us have always done everythin' together," Applejack said. "And we should keep it to that even on Crystal Prep territories."

"But that would mean Sunset or Twilight would have to miss out," Fluttershy said.

"You can have my spot, Twilight," Sunset offered. "I was never crazy about the Friendship Games anyway. So, I doubt I'll be missing much with the Crystal Race."

"Are you sure, Sunset?" Twilight asked, hugging her left arm.

"Positive," She placed a hand on her shoulder. "At least the Wondercolts will still have a great leader on their side."

"Yup! That's-Wait, what?!" Twilight stopped in stunned surprise. "Hold on. I didn't-"

"Looks Like Twilight Sparkle And The Original Gang Are Off To Take Home The Win!" Pinkie Pie interrupted, wrapping her arms around Rainbow Dash and Fluttershy.

Twilight Sparkle wasn't so sure until she thought of ways around it.

"I mean, if there's a scientific or mathematical portion, followed by the equivalent of a quantifiable physics problem to compensate the amount of time it takes to elucidate its quandary, then that I can do."

"I don't know if they'll have anything like that for a charity event," Sunset smiled.

"But as front runner?" Twilight blew her lips. "No thanks. We all work better as a team; not when one of us is taking charge."

"But every team has a member who knows what's best for everyone," Rainbow Dash said.

"And since Sunset ain't competin'," Applejack said, "that just leaves you, Twilight!"

Twilight chuckled sheepishly. Despite their encouragements, Twilight coouldn't help stressing out over the idea of leading the Wondercolts. The Girls were concerned, but knew she was only overthinking things too much.

"It's really not as hard as you're making it," Sunset said. "I've seen you take charge plenty of times before."

"That was different! Think of all the disappointed children if we fail to compete properly! Our school and every educational institution is relying on us." Twilight gripped her hair. "I can't take charge of that. I'm not that great a leader! I can't handle that kind of pressure!"

"What're you talking about?" Rainbow Dash wrapped an arm around her. "You're a great leader!"

"Surely someone of your keen headship is just what we need to lead us to victory," Rarity said.

"Sunset, you take my spot!" Twilight desperately insisted. "I can barely hold my own in a physical challenge let alone carry us to victory. This type of thing is practically made for you."

"You'll be fine, Twilight," She said, placing hands on Twilight's shoulders. "Its just a charity event after all. I doubt it'll be that physically demanding. And you are a good leader. You're just not giving yourself much credit."

"And let's not forget you got five friends that're gonna back you up every step of the way," Rainbow Dash reassured.

Twilight Sparkle kept twiddling her fingers in a nervous manner. She didn't want to disappoint her friends and the thought of having to take charge of an endurance led, high end competition made her worry even more. Twilight was too convinced that she wasn't good enough. Sunset wrapped an arm around Twilight as her and the others continued walking on and veering down another hallway.

"Besides, I'm more interested in what Paxton and Diesel are up to. Let's find them quick and-"

Suddenly, a distracted Sunset found herself bumping into someone and knocking both of them on their bottoms. The Girls looked alarmed by the sudden encounter.

"Found Him!" Pinkie Pie said.

* * *

Sunset rubbed her forehead when she saw who she bumped into. This boy also rubbed his head, then glared back at Sunset. The person she ran into was none other than Diesel himself.

"Hey! Watch where you're going."

He had messy, black hair styled in a fohawk with a single red highlight and undercut shaved sides, green eyes, and light, persian bluish grey skin. He wore a sleeveless, multi pocketed, slim moto jacket, a sleeveless, black hoodie with red drawstrings, and a black sleeveless shirt underneath. He had black biker gloves on, a pair of dark grey, skinny ripped jeans, and black, ankle length combat boots with red lace and silver soles.

Sunset, immediate repented, got up and brushed the dust off her skirt.

"Sorry about that." She then extended a hand for him to take. "Here, let me help you up."

Diesel stopped struggling to get up and stared at Sunset's hand, then back at her and everyone's friendly faces. Instead of accepting, however, Diesel decided to bring himself back up to his feet, doing so before dusting off his jacket.

"You really ought to be more careful."

"I said I was sorry," Sunset said, rather offended from his rejection.

It was upon getting a better look at Diesel that Twilight noticed she's never seen this student around CHS either.

"Hold on. Your name wouldn't happen to be Diesel, would it?"

His eyes shot wide. "Yes?"

"Well how about that," Applejack said. "We just ran into your pal Paxton not too long ago."

"I'm Pinkie Pie!" She said, popping up to and offering Diesel a handshake. "Nice To Finally Meet You, Diesel."

But Diesel didn't accept her offering and kept his arms crossed. This made Pinkie upset as she lowered her arm and stepped back into the group after getting nothing in return. Sunset, Twilight and the others immediately got bad vibes off of Diesel.

"So… Paxton said you two were visiting our school for something," Sunset said. "Don't suppose you could tell us why?"

Diesel's left eye twitched. "Paxton said that, eh?"

"Is there a problem?" Rarity asked, genuinely concerned.

"I've only told that silly diesel over and over that he wasn't suppose to talk to anyone from this school!"

"Uh, what's the big deal if he did?" Rainbow Dash asked.

"Yeah. It ain't like we didn't already know y'all are from Sodor," Applejack said.

"You-how do you know about Sodor?!" He exclaimed, before gritting his teeth. "How much did Paxton tell you?"

Diesel was close to steaming with rage. Before he did, Sunset Shimmer and Twilight Sparkle cleared things up by explaining in short how they met Thomas and why he came to their world. Diesel was surprised. All in one day he learned so much about different dimensions, ways of travel, the many creatures that inhabit them, and who's been where and why.

"Wait, wait, wait," Diesel said, trying to fathom everything. "Thomas visited this school too?! Just how many engines have been in this stinking world?"

"Let's See," Pinkie Thought before beginning. "First We Met Thomas When He Came Here Looking For Lady And Protector Of The Magic Railroad. Then I Met My Bestest Best Party Pal Percy, Who Also Came To CHS With James, Gordon, Henry, Toby, Edward, Emily & Their Railway Controller Sir Topham Hatt To Stop A Big Old Meanie Named Diesel 10 And His Two Former Henchmen Splatter & Dodge From Turning Us All Into Constipated Cookies! Soooo About Seven Or Eight; Give Or Take!"

Diesel's stunned face blinked with bewilderment. Sir Topham Hatt had decided it was best not to stress where him and his engines have been during the crisis that struck Sodor. The Engines told some of their friends, despite many of them not believing any of it, including Diesel. To see it was all true for himself though left Diesel baffled for sure.

"This-this is ridiculous," He said. "All of it!"

"Give her time," Rainbow Dash smiled.

"Wait Until You Hear About Our Magic Geodes And How We Always Pony Up From Playing Music!" Pinkie said.

"Hah!" Diesel chuckled. "You girls don't have magic. Even if you did, what kind of silly magic allows such nonsense?"

"The Magic of friendship for starters," Sunset Shimmer replied with crossed arms.

Fluttershy stepped in. "You see, each of us carry these necklaces that grand us-"

"Whoops, Sorry!" Diesel mocked, "Do I recall asking about your fancy necklaces?"

Fluttershy felt dismayed and stepped back behind Applejack. Sunset and the others were not approving Diesel's attitude so far.

"Hey! That Wasn't Very Nice!" Pinkie said.

"Too bad so sad. Hard a nails, always gruff-"

"Forget all that," Twilight interrupted and approached him. "What are you and Paxton doing at Canterlot High anyway?"

"None of your business, that's what!" Diesel snapped.

She backed off with her hands motioned out. Sunset was not liking his tone.

"Sor-ry,"

"She was only asking a question," Fluttershy defended.

"Well maybe you should learn to keep your questions to yourselves," He scorned. "And maybe keep those mouths shut for good measure."

The Girls all gasped and shot back angry stares.

Rarity scoffed. "Well, I never!"

"I'd watch what I say next if I were you, mister," Applejack threatened.

"I can speak however I like. This place has already tested my patience enough, and I won't be letting you lot waste my time anymore either. Good-day!"

Diesel turned on his heel and marched off in a huff. The Girls were absolutely appalled and insulted. They've never met anyone this rude from Sodor before. It was definitely a stark contrast from Thomas' friendly nature. Diesel was a much worst case. Telling Paxton not to talk to anyone, not saying why they're at Canterlot High, and acting rude to top it off. Something fishy was going on. Everyone could all sense this.

Sunset Shimmer stepped beside Twilight Sparkle. The two friends shared a suspicious glance, followed by a single nod. Then, Sunset caught up to Diesel. She tried to grab his arm, but Diesel heard her approaching him and looked back to see Sunset reaching out to him.

Diesel pulled his arm away. "What are you doing?"

She looked back at Twilight who could only shrug. Sunset tried again but Diesel kept waving his arm away.

"Stop that! Hey-"

Finally, Sunset snagged Diesel's arm. Her eyes turn pure white as she peers into his thoughts through her red and orange Geode Necklace.

* * *

 _[Back at the Sodor Dieselworks, Diesel parked on the elevating turntable and waited for it to lift him all the way up to the platform above. When it did, he was met with a mysterious engine like figure who slowly emerged from the shadows and under the small ray of light beaming from the headlamp above._

 _This engine was a DRB-series Class 50 steam locomotive of a 2-10-0 configuration. Her funnel, smokebox and cylinders were painted a luminous, vivid orange. The base of her boiler to her tender were violet with light, brilliant gold stripes and a pale, yellow cab roof. Her driving and tender wheels were purple and the running board of her footplate a_ _pale, apple green_ _. Coupling rods, axle boxes, valves, and complex pistons were_ _brilliant gold_ _. Lastly, the witte-type Smoke deflectors, two small metal plates attached to her smokebox's sides, were also painted a brilliant yellow._

 _Her pure red lantern gleamed against the light and her eyes glow an eerie green._

 _"Ugh. What do you want from me now, Adagio?" Diesel asked. "Haven't I done enough to prove myself?"_

 _She smirked. "Patience, Diesel. I was just heading out to begin the plan. But while I'm away, I'd like you to do me a little favor."_

 _Diesel sighed in frustration. "What is it?"_

 _"I need you to travel to Canterlot High and look for two associates of mine. Their names are Aria Blaze and Sonata Dusk. Tell them that I'm offering a chance to be at my side for our conquest over this pathetic kingdom and everywhere beyond."_

 _"And where exactly is this so called Canterlot High? How am I suppose to find it let alone your two partners?"_

 _"I'm glad you asked," She said with a devilish grin.]_

* * *

 _[Happy to see his friend, Paxton applied his brakes and came to a stop next to the siding where Diesel remained parked._

 _"'Ello, Diesel!"_

 _But all Diesel did was nearly jump out of his pistons._

 _"Paxton!" He called. "You startled me!"_

 _"I'm sorry, Diesel. I only stopped to ask how your day's going."_

 _"Just go away. I'm thinking."_

 _"About what?"_

 _Diesel moaned. "Adagio has sent me to fetch her two friends. Apparently, this siding is how she arrived here."_

 _"Adagio?" Paxton pondered. "Isn't that the steam engine who's been living at the Dieselworks for some time?"_

 _"Yes, Paxton," He said, irritably._

 _"Did she ever say why yet? We've seen Adagio come and go a lot but she won't tell anyone why she's on Sodor."_

 _"All I know is that she has big plans for the diesels. And as long as we go along with it, we'll be closer to seeing what she means by it."_

 _"A big plan for the Diesels?" Paxton was excited. "Wow! That sounds big! Is there anything I help with? Maybe I can join you in looking for her friends too?!"]_

* * *

Before Sunset could find out more information, she felt her concentration being pulled away from Diesel's thoughts. Back in the real world, Diesel forcibly pried her hand off his arm. Sunset, in total disbelief, stepped away from Diesel upon realizing who she saw in his vision. Her friends were worried over Sunset's sudden shift in behavior.

"Sunset?" Twilight asked. "What's wrong? What did you see?"

"That voice," Sunset struggled to comprehend. "It can't be."

"Whose voice?" Fluttershy asked, nervously.

She turned to her friends. "The Sirens! They're back, and they're on Sodor!"

The Girls gasped again.

"The Sirens are on Sodor?!" Rainbow Dash repeated.

"Not The Sirens!" Pinkie Pie exclaimed.

"I thought we scared away those trouble makin' varmints for good?" Applejack said.

"Looks like only one of them finally decided to resurface," Sunset said.

Diesel was confused at first until Sunset leaned over him with glaring eyes while tapping his chest.

"What are you planning?! Why does she need diesels to take over Sodor?!"

"I don't know what you're talking about," He leered.

"That engine who sent you here is a Siren, and you've just put everyone on Sodor in danger by bringing her to your world."

"I didn't bring her. She arrived at our works months ago." Diesel soon realized what Sunset said. "Wait a minute… You couldn't have known that!"

"Tell that to my Geode Crystal!" She said, dangling it from the chain wrapped around her neck.

"Ugh, enough with this magic nonsense! Who do you think you're trying to fool?"

But looking at all the Girls and their fierce, angry stares with crossed arms made Diesel nervous. It was apparent why Adagio suggested he'd not say anything about where they're from or why he's in their world. He had to avoid giving away more than what they've already uncovered.

"Oh, yeah?! Well... w-why should I explain myself to the likes of you and your 'magic friends'?"

"'Cause if you don't," Rainbow Dash threatened. "We'll tell Thomas and his railway controller that you've been snooping around our school."

Diesel was hardly frightened of Thomas, but Sir Topham Hatt was another story. Despite what Adagio told him about their plan, Diesel didn't want to risk involving either of the two in all this. Even so, if they could do anything to prevent whats coming, it'd be too late for either the Engines or Girls to do so. Little did he know, everything was all going according to Adagio's plan. Still, Diesel decided to spill the beans anyway.

"You want to know what we're up to? Fine!" He looked around for anyone listening before speaking again. "There's a revolution coming."

"What kind of revolution?" Twilight asked.

"The one that'll finally put those silly steamies out of service, and allow diesels to take full control."

This alerted everyone. Taking steam engines out of service and replacing them with diesels? 'What's that all about?' They thought. It seemed a bit out of the ordinary in terms of Adagio's schemes for dominance, and harnessing negative energy. The Girls kept listening carefully to what Diesel had to say despite their contempt.

"You see," He continued, "we're not a bunch of slow, feeble, complicated contraptions like Thomas or those other silly engines who need to be repaired on a regular. They're out of date and not much use to anyone. But diesels know everything. We come to a railway and improve it. Anything they can do, we diesels can do better."

"And what in hay does the Siren have to do with any of that?" Applejack asked.

"My new partner has kindly given us a chance to finally show our true potential. Steamies have had their fun, but now it's time to make way for a modern era of transportation. And Adagio's plan will take us all the way there."

The Girls shared looks of worry and concern. He couldn't be serious. Why would Adagio help him achieve this? Given their past encounter, how does getting rid of steam engines relate to spreading negativity or regaining her true equestrian magic? A lot of questions filled their heads, particularly about what this means for their friends on Sodor.

"But if steam engines are going out of service," Fluttershy said, timidly. "Wouldn't that mean our friends won't be working on their railway anymore?"

"Well, don't you lot catch on quickly," He taunted with hands to his hips.

The Girls all murmured anxiously to one another, distressed over what could happen to their friend's if they're being pulled from work. Would Sir Topham Hatt allow such a thing? Does he even have a say? Sunset only kept staring at Diesel with her piercing glares. Diesel laughed in his nasally chuckle.

"By the time we're done here, I bet every steamie on Sodor will already be shipped away as we speak!"

He continued cackling until Sunset Shimmer aggressively grabbed a now frightened Diesel by the collar of his sweater.

"If you try to hurt Thomas or any of his friends!"

But just as she pulled back her arm and closed her fist, Twilight stepped in and held Sunset's forearm from striking Diesel.

"Sunset!"

She looked over at Twilight then back at Diesel smiling sheepishly. Sunset shot him a scowl for a moment, then releases his sweater's collar. Diesel backed up and brushed his sweater off.

"I won't be the one hurting them." He sneered, "That'll be up for the Railway Company to decide, or rather Adagio for that matter, if she so chooses."

Sunset gritted her teeth and enclosed her fist. Twilight never lets her hold go of Sunset in an attempt to keep her at bay, especially after feeling her arm tense up a bit. The rest of the Girls continued glaring at, listened to, or worried over everything Diesel said.

"You can't do this! Thomas, Gordon, the others," Rainbow Dash stomped her foot, "they're our friends!"

"What's gonna happen to them!" Fluttershy whimpered, with forearms pressed to her chest.

Diesel turned his back away. "Who knows? Bought by some railway enthusiast, put into a museum… Scrapped."

Everyone's eyes widened in horror. Diesel only crept a taunting smirk after putting emphasis on the word once it slips out. He kept relishing at their dismay, smiling with both arms hiding behind his back.

"We diesels are taking over Sir Topham Hatt's Railway now. And there's nothing you Girls or Steamies can do about it. For you see; we... are revolutionary... Have a nice day, ladies."

And with that, Diesel strolled away confidently and left his ominous warning to linger. Diesel then felt something hit the back of his head. He turned and looked down at his feet to find Paxton's poster.

"Paxton drooped it," Sunset said, holding back any urge to lunge at him.

"Do try to show some class and return it to the poor deer," Rarity ordered with contempt.

Diesel shot an unamused glance before leaning down to pick it. He unravels the poster to read what it's promoting with an arched eyebrow. The picture depicted the upcoming Crystal Race competition, a charity event taking place at Crystal Prep Academy where the Wondercolts and Shadowbolts compete to raise money for better schooling and funding for other similar institutions across Canterlot.

"Hmm."

Oddly enough, instead of tossing it away, Diesel rolls it back up and hides it in his jacket before walking off confidently again, leaving the Girls to stand and watch while comprehending everything told to them.

* * *

"So, these Sirens you faced before are back," Twilight Sparkle surmised. "Well, one of them is, and they plan on taking over Sodor by replacing steam with diesel traffic? That doesn't really give us much to work with."

"If Diesel hadn't pried me away, I would've gotten more info and learn what they're actually planning," Sunset explained. "Maybe she only needs negative energy from diesels to power her pendant?"

"How did she get her pendant back though?" Rainbow Dash asked. "We destroyed it."

"Must've took a lot of elbow grease to meld them back," Applejack guessed.

"But does this mean Diesel might be under her spell somehow?" Fluttershy asked.

"I Don't Know," Pinkie Pie said, doubtfully. "That Laugh Of His Sounded Way Too Genuine."

"What are we going to do?" Rarity worried. "They haven't the slightest idea a magical creature who feeds off negativity is residing on their Island."

"Or the fact they're being taken out of service," Rainbow Dash imputed.

"We gotta do somethin' y'all!" Applejack demanded, slamming her bottom fist in an open palm. "Diesel said they could be takin' 'em off Sodor this very minute!"

"If this Siren's as dangerous as you say," Twilight chimed, "then I have a bad feeling whatever they have prepared involves much more than a diesel revolution."

Everyone went quiet as the Girls tried figuring out what to do. Adagio must've had a lot of time on her hands to plan this. How long as she been on Sodor since their last encounter with the Dazzlings at the Battle of the Bands. Something else must be going on. After a while, Sunset spoke.

"All we know now is that Thomas and our friends are in trouble. I've had time to debate if I should visit Sodor again. Looks like my mind's been made up."

* * *

 **To Be Continued.**


	4. Chapter 4: Coming To An End

**Synopsis: Sunset travels to Sodor where she learns that almost everything Diesel revealed is in deed kicking off into full fruition. How will Thomas and his friends feel about their Railway's new diesel only policy? What will become of them if they're not needed on Sodor anymore?**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 4: Coming To An End**

Steam engines from all across the Island of Sodor were being withdrawn from service. They received official orders from the Railway Company to vacate the Island through the Vicarstown Bridge or make their way to Brendam Docks where they'll be shipped off to where they were built. As this progressed, the diesels who arrived through the Vicarstown Bridge had dispersed and populated the Railway into different regions, kicking out steam engines from Ffarquhar Quarry, The Little Western Branchline, The Blue Mountain Quarry, The Waste Dump, and the China Clay Pits.

Once Derek was dropped off at the Dieselworks, BoCo made his way to the Clay Pits. He was excited to see Bill & Ben again, but saw nothing but diesels already organizing trucks upon arriving. He looked everywhere but Bill & Ben where no where to be found. After a while, BoCo got started on shunting the trucks himself, feeling rather disappointed and wondered where his friends could be.

After a quick touch up, Derek arrived at Ffarquhar Quarry, trundling happily towards the center. Mavis, the quarry diesel, spotted Derek approaching her shed. In a fit of panic, she backed into her shed's doors to close and blocked them off from access. Derek was confused, especially by Mavis' nervous grin.

At Vicarstown Station, two blue and yellow high-speed Class 43s, one driving up front and the other from behind, rolled up to the station platform. The passengers were fascinated by the new push and pull diesel train and eagerly boarded their coaches. Mike, Rex, and Bert emerged from their sheds on the Arlesdale Railway and were met with three diesels blocking their way. A grey Perkins and two black Cyril type diesels grinned and closed in on the surprised little engines. A large locomotive ferry arrived at Brendam Docks and parked along the coast of a crossrail link. A group consisting of Class 14, 20, and 31 diesels forced a bunch of steam engines towards the ferry. Ryan, Stanley, Charlie, Timothy, Porter, and Rosie, being bumped by a laughing Class 14, where all marshaled in one by one.

Salty, the dockyard diesel, tried to see pass the other diesels but they all blocked the way.

"Salty?!" Porter cried. "What's going on?"

"It'll be alright, shipmate," Salty said. "Tis just a temporary setback. I'm sure we'll be seein' each other again in no time."

"Really?"

But Salty wasn't so sure. It was too late to explain any more as the boarding bridge lifted back up and cuts each other off. The ferry's horn blew as it sailed off with all the confused and frightened steam engines aboard.

"Yeah, get lost yah stinkin' steamies!" Called a diesel.

The rest laughed and went on with their work. All Salty did was park inches from the curve where the ferry embarked, and watched the ship sail away, hoping his friends will be alright.

Class 40 backed up into his Express coaches and waited for the passengers at Knapford Station to climb aboard. Meanwhile, Sir Topham Hatt was pacing nervously back and forth in his office. When the conductor blew his whistle, Class 40 honked his horn and took off with the Express. Alerted by the unfamiliar horn, Sir Topham Hatt stepped outside to see Class 40 and the Express speeding out of the station, along with several other diesels entering and leaving while pulling their own goods train and passenger coaches through Knapford Junction. A number of red and yellow Class 08s were bumping Troublesome Trucks in order and bumping one back to one another like a game of keep away.

Sir Topham Hatt muttered and stuttered. "Wh-What are all these diesels doing here?!"

Suddenly, a DRB-series Class 50 steam locomotive backed into the station. It was Adagio Dazzle, who came to a stop beside platform one, where Sir Topham Hatt stood. Once she did, a man stepped out of her cab.

The late 40's to early 50's man had brown hair with a v shamed, receding hairline, a long, darker brown, stubble beard, and hazel eyes. He wore a dark grey jacket, trousers, a white collared shirt, and smartly brushed, black dress shoes. This man was an important figure, as Sir Topham Hatt gasped upon seeing him emerge from the unfamiliar locomotive and walked along the platform with both arms behind his back.

"Gerard Gisborne!" Sir Topham Hatt greeted. "Oh, what a pleasure to finally meet you, Sir! I was wondering when you'd arrive."

"I do apologies for the delay." Gisborne looked back at Adagio, "Just needed to clear some things before our arrival."

Adagio raised a shady brow. Gisborne then proceeded to walk pass Sir Topham Hatt who was twiddling his fingers.

"And that'll be Mr. Gisborne to you, Topham."

"Uh, right, Sir!" He quickly corrected with a nervous chuckle. "Sorry, Sir. Won't happen again, Sir."

Sir Topham Hatt followed Gerard Gisborne to his office while Sir's two assistance's stood outside the entrance. Adagio simply waited and remained parked along the platform.

* * *

The two entered the office with Sir Topham Hatt making his way over to the back while Gerard Gisborne surveyed the room.

"Shall I fetch you some tea, Mr. Gisborne?" Sir Topham Hatt offered.

"That would be acceptable."

While Sir Topham Hatt made their tea, Mr. Gisborne stood in front of the window, looking out to Knapford Station and its junction. He observed all the hard-working diesels then saw Adagio giving him a sharp glare, as if instructing him on something. He wasn't worried though. Everything was falling into place.

Gerard Gisborne was a representative of the Railway Company, making him an important figure in locomotive industry. This means he's a higher rank than even Sir Topham Hatt, which is why Sir was desperate not to do or say anything that would disrespect Gisborne, and keen to make a good impression in any way.

When their tea was ready, Sir Topham Hatt joined Gisborne by the window and held out a tea cup.

"Here you go, Sir."

"Thank you, Topham," He said, taking his cup.

"My pleasure!" Sir Topham Hatt replied, raising his cup. "After all, you represent the Railway Company. A very important position if I do say so myself; one that makes very important decisions on their behalf."

"In deed it is." Gisborne spoke after a sip of his tea, "Things on your Railway seem to be running as scheduled."

Sir Topham Hatt puts down the tray. "Oh, yes. Well, about that. I've been meaning to ask-"

"You did good, Topham."

"Yes I… I did?"

"You don't agree?"

"No-no, I do, Sir. It's just… well, those diesels out there aren't mine. What happened to all my other engines? And what's this I'm hearing about steam being abolished over on the Other Railway?"

"I presume you mean your steam locomotives? The Company had them all withdrawn," Gisborne said candidly, before taking another sip.

Sir Topham Hatt turns and spews out his tea.

"They did what?!"

Gerard Gisborne shot him a stern look. Sir Topham Hatt cleaned his mouth with a napkin and quickly corrected his tone.

"Em, but-but why?"

After taking another sip, Gisborne turned his back away from the window, and walked over to the desk to puts his tea cup down.

"The only ones that haven't been recalled yet are the engines residing at Tidmouth and a tram engine at Arlesdale End. After which, the Railway will be rid of any steam powered locomotives before this week's end."

"What's all this about?" Sir Topham Hatt asked, genuinely concerned. "Why are my steam engines being taken out of service?"

Gisborne faced him, "Well, many reasons, Topham. The most important one being time."

"Eh, time, Sir?"

"Yes. A time we are far too behind of. We've wasted our resources and funding to keep steam traction alive for too long. The other railway companies laugh at us and road traffic is sky rocketing."

Gisborne leisurely sauntered closer to him.

"They're all a head of us, and yet here we are, still lugging around those bothersome contraptions we use to call really useful." He sighed. "So young we were. And so foolish to think they'd ever last."

Sir Topham Hatt didn't know what to say. He wanted to object and defend his engines but knew it would mean talking back to someone of a higher rank than him. Sir Topham Hatt could only drop subtle glares behind his back. Gisborne looked over his shoulder to see Sir Topham Hatt's reaction so far, then turned to fully face him.

"You see, the only way to adhere with an ever-changing society is to adapt. The next logical step for us in order to move with the times is to instill the North Western with the latest in modern locomotive transportation."

"That being diesel engines."

"Correct. Many railways are practicing this trial and their delivery market has gone up since then. Diesels can do many things steam can't. And they're less expensive to boot."

"Well, I-I suppose that sounds about right," Sir Topham Hatt fiddled his fingers. "But my engines and l have been through so much together. I could never just let them go."

"And that's why we're behind with the times, Topham," Gisborne glowered. "Because of your silly devotion to these smoke spewing, time consuming, metal objects."

Sir Topham Hatt was offended. "Wh-They're not just objects! My engines are the pride of the line! They're-"

Gisborne shot him another sterner glare. Sir Topham Hatt became nervous again, realizing he was stepping out of line. Arms behind his back, Gisborne walked in a sophisticated manner pass Sir Topham Hatt, who still wasn't on board with his proposition.

"So, it's true, then?" Sir said, begrudgingly. "Steam really is being abolished."

"I don't know why you're taking this personally. Though I suppose if it helps, your steam engines won't be scrapped until BR gives the official orders."

"That's why you wanted to see me today; to have me run a railway of nothing but diesels, and force my hard-working steam engines to be, what, scrapped?! I'm sorry, Mr. Gisborne, but I simply cannot accept that."

Stopping and standing for a brief moment, Gisborne then turned and stood to face Sir Topham Hatt, who was anticipating the worst. Gisborne then took Sir Topham Hatt's black hat and brushes off the top.

"When I said you did good earlier, what I meant was you _did_ good. If things on this Railway were running better then you'd be _doing_ good. But the fact is you're not, Topham… Not anymore."

Sir Topham Hatt didn't object, and remained silent while Gerard Gisborne continued examining his top hat with a dry demeanor.

"Clearly the North Western is just as behind with the times as the man running it." Gisborne goes over to a hat rack, "So, its only fair to remove those that won't benefit our goal and replace them with ones that will."

He gently placed Sir Topham Hatt's black top hat on the rack stand. Sir Topham Hatt was speechless.

"But, Mr. Gisborne, Sir! Y-you don't have to do that. Steam Engines can still be really useful. They always have been."

Gisborne directed him to stand in front of the desk. Sir Topham Hatt complied while Gerard Gisborne takes a seat in the chair, kicking his legs up on the desk and resting his arms behind his head.

"Honestly. There must be something we can do to work this out? I'm still a good railway controller! Ask anyone!"

"Really? Shall I open the record files for how many steam driven accidents occurred on your Railway, under your control? The delays, the mishaps, the millions of dollars worth of damage caused by these ongoing incidences?"

Sir Topham Hatt tried objecting by mentioning the amount of accidents diesels had too, but Gisborne kept shooting his mouth off.

"Or shall I bring up your absence during that earthquake fiasco?"

Sir Topham Hatt knew what he meant by an earthquake, but also knew he'd only sound more ridiculous if he tried justifying what it really was that struck the Island. A magic railroad tearing everything apart and turning everything into Husks wouldn't help his case at all.

"But I was away on important business. And we managed to get through perfectly fine. Not one person has ever gotten badly hurt using my Railway."

Gisborne sprung from the seat and slammed his palms on the desk, spilling his tea cup and startling Sir Topham Hatt.

"If it were up to me, I would've sent you packing long before another 'hard working' engine of yours flew off the rails or waste all our resources crashing into buildings!"

Sir Topham Hatt didn't know what to say. He did not like the look of things. Just then, Sir Topahm Hatt's two assistance entered his office. Gerard Gisborne soon calmed down and smirked.

"And now that it is up to me, I can safely say the North Western won't have any need for it's 'Fat Controller' anymore."

"What are you doing? Stop that!"

The two assistance grabbed Sir Topham Hatt by the arms and held him in a locked grip.

"And until another controller is found, I shall see to things until Sodor houses the most reliable goods traffic and transportation system there is!"

"This is outrageous!" Sir Topham Hatt said. "At least let me see my engines!"

"The days of steam are coming to an end, Bertram. We've all accepted it. Now it's time you do the same."

Despite a tint of delight in his tone, Gerard Gisborne stood straight and spoke sternly as a petrified Sir Topham Hatt stopped struggling for a moment to hear Gisborne's foreboding words.

"Times have changed. The world is moving forward and it's leaving us behind to play catch up. That stops now. We will be a head of the curve. We will adapt and discard whatever we please. We are the future."

Sir Topham Hatt shook his head in disbelief before going back to prying from their grasps with no luck.

"And what doesn't belong in our future must be snubbed and tossed back where it belongs!"

"No. No! Unhand me this instant! That's an order!"

Gisborne smiled with both arms behind his back as he watched them carry Sir Topham Hatt out of his former office.

"Stop! UH, NO! NAAHHH!"

He stood by the window to see them passing by with Sir Topham Hatt still fighting to shake them off. Sir Topham Hatt was taken to his blue car parked near the station on the gravel sidelines of Knapford Junction. Watching all this unfold, Adagio looks over to the window where Gerard was enjoying the view.

Gerard Gisborne then looked to Adagio Dazzle and smirked with eyes glowing a mystical, eerie green. Her eyes glistened green as well. She smirked in return until a whistle caught her off guard, followed by a puffing sound.

"Hi there!" Thomas said. "Are you a new engine? I love meeting new engines!"

Thomas pulled up on platform two with his coaches Annie & Clarabel. Adagio scorned a disdainful glance as Thomas parking next to her.

"Wow! I don't think I've ever seen anyone like you before. Do you live really far away?"

"You could say that," She said, blandly.

Sir Topham Hatt was being force into the back seat of his car when he spotted Thomas. He reached out and shouted for his attention.

"Egh, THOMAS! THO-"

The man shoved Sir Topham Hatt in his car and slammed the door shut. Thomas overheard this however and glanced over to where the noise was. He thought to himself before puffing forward a few inches.

"Was that Sir Topham Hatt calling me?"

Panicking a little, Adagio jerked forward and blocked Thomas' view before he could spot the ruckus.

"Hey!"

Thomas was a bit annoyed at first until seeing Sir Topham Hatt's blue car driving away from the station. Why would he call for him only to drive off? This confused Thomas for sure. He backed into the platform again along with Adagio, hoping Thomas didn't suspect a thing.

"I thought I heard Sir Topham Hatt call me. Hmm."

He wondered if he must've misheard somehow. Adagio simply stared with a dry demeanor all the while. Thomas perked up again and introduced himself, much to her eye rolling irritation.

"Well, anyways, my name is Thomas! What's your name?"

Adagio did not enjoy his company one bit.

"Not that this isn't fun or anything, but I really need to get some important business done. So, if you don't mind."

Thomas watched Adagio slowly take off and exit Knapford Station.

"Oh, okay. See you later, uh. Wait! I didn't get your name."

But as Adagio leaves the platform, Thomas saw that her tender had a Gold Gem overlapping a G-Clef musical note printed on the sides. This design was rather out of place for Thomas. Most engines carried numbers or letters on their tenders or boilers. He had never seen an emblem like that before on an engine. On top of that, watching her leaving Knapford junction, Thomas couldn't help but feel something strange was going on. He didn't know quite what it was, but Thomas could feel it.

* * *

The day was now coming to an end. The engines finished work and headed on home to their sheds. The sun sparkled the sky with its orange, comforting radiance setting in the horizon. Most of the engines at Knapford returned to their respective berths. Thomas arrived next as he edged onto the turntable, noticing the other engines with inquisitive complexions.

"Has anyone noticed there are more diesels on Sodor than there were steam engines lately?" James asked.

"I noticed that too," Edward said. "I was at the docks this morning, and not only did I see nothing but diesels, but Porter was nowhere to be found either."

"I haven't seen anyone on the little western or Arlesburgh," Emily said. "I wonder what could've happened."

Thomas parked in his berth and saw that not only were his friends all muddled, but Gordon was frowning with dejection. It took awhile before the others finally called attention to his somberness as well once Thomas points it out.

"What's gotten you down this time, Gordon?" Thomas asked.

"He's probably moping because Sir Topham Hatt made Gordon pull silly old trucks," James teased.

"I don't want to talk about it," Gordon grumbled.

"I know what it is," Henry joked, "It's boiler sludge! Have a good wash out and you'll feel much better."

"For the last time, It's not boiler sludge!"

"Then what is it?" Edward asked.

Gordon stared back at everyone looking concerned. He knew this couldn't be kept to himself for long, and the talk of sudden diesel sightings only made him more upset on the matter. At last, Gordon sighed sadly and explained.

"My brothers are gone. Sir Topham Hatt said they're downsizing steam engines on the Other Railway. They've taken my brothers and sent them back to where they came to be… scrapped."

"Scrapped!" Everyone gasped.

"That's terrible!" James said.

"How could they do that?" Emily said.

"They took away all your brothers?" Thomas said, surprised.

"Even Flying Scotsman?" Edward asked.

Gordon brooded. "No. Being the world famous show off he is, Scotsman was allowed to remain in service until it's decided what to do with him."

"Oh. I'm so sorry, Gordon. That's just not fair," Thomas sympathized, and tried thinking of ways to cheer him up. "But, at least you still have us, right?"

"Thomas is right!" Emily agreed. "We're here for you if you need anything, Gordon. No matter what."

This didn't cheer Gordon up as much as they were hoping. Gordon continued staring at the tracks beneath him in solemn thought.

"Are you gonna be okay, Gordon?" Henry asked, concerned.

"All my brothers are gone, Henry," He complained. "Do I sound like I'm going to be okay?!"

Henry regretted asking and whimpered a little.

"Hey! We're just trying to help, you know," James fired back. "There's no need to snap at us like that, Gordon."

Gordon sighed. "I didn't even get to say goodbye."

Admitting his depression did very little to put him at tease. More upset than ever, Gordon backed sadly into his shed until his tender met the end. Everyone was worried for him. They decided it was best to give Gordon his space for the time being and not bring it up again.

* * *

Then, a cheerful whistle brought their attention over to Percy chuffing onto the turntable.

"Hello, Everyone!" Percy whistled, happily. "I have some very exciting news!"

"Hi, Percy!" Thomas smiled. "What's the exciting news?"

"Guess who I ran into on my way to Farmer McColl's Farm?"

"Ugh, not another guessing games again, Percy," James said.

"Oh-oh, let me guess! Was it-" Henry then gasped at the engine parked near the turntable.

"Thomas should know who it is," Percy said, playfully.

The Engines all knew what Percy meant now, as their eyes widened and grins beamed upon seeing who it was. They contained their excitements and looked over to Thomas, who couldn't see past Percy over on the turntable. Thomas looked at everyone holding back their snickering, almost to the point of frustration for being kept in the dark.

"What? Who is it?!"

Percy giggled as he backed into his berth. As he did, Thomas saw a beaming "N3" Vapor Beyer Peacock type 2-6-0 locomotive parked behind the track Percy came from. Upon squinting at this engine, Thomas gasped excitedly with eyes agape, now recognizing the engine as none other than Sunset Shimmer.

"Thomas!" She called.

"Sunset Shimmer!" Thomas grinned.

She puffed eagerly toward him through the Turntable. Thomas did the same, laughing and puffing out from his berth and towards Sunset equally overjoyed to see him. Meeting in the turntable's middle, the two engines accidentally collided buffers which jerked each other back. They laughed this off after a quick recovery.

It felt like such a long time for Thomas since he last saw his best friend from Canterlot High. He almost couldn't believe it was her at first before they bumped into each other. But here she was, the same recognizable smile and same recognizable engine form she had during their journey through the Magic Railroad.

Her funnel and smokebox were painted the same pattern as her hair with reds and brilliant yellows. The boiler base, cab, and tender were painted a light amber color. Her driving and tender wheels were painted a deep red. Coupling rods, axle boxes, cylinders, valves, pistons, and cab roof were all black. Her small cowcatcher pilot was now painted purple with gold creasing, along with the railings surrounding the top of her tender. Lastly, her Geode Crystal, taking form of a Red and Gold Lantern placed above her face and in front of the funnel.

The two friends smile back to one another until Sunset broke the mold.

"Glad to see you missed me too," She grinned.

"Ahh, I did, Sunset!" Thomas eagerly backed into his berth again. "So much has happened since we last saw each other. I don't even know where to begin!"

The Engines beamed and chuckled while Thomas babbled on about their adventures and what each of them did. Everyone was excited to see her too. Even Gordon emerged from his berth to see what the excitement was all about, and was surprised by who he saw too. Thomas was too excited. It was hard to settle him down and let someone else talk.

Sunset chuckled. "We've had some pretty crazy stuff happen at CHS as well."

"I imagine so," Edward said. "You girls must be extremely busy dealing with magic all the time."

"Mostly just inconveniences, but yeah. Things have been pretty quiet lately, though, which I guess you can call that a good thing."

"I can't wait to hear all about it!" Thomas said. "I'm so happy you came to visit, Sunset."

"So am I. You have no idea how relieved I am to see you all."

Thomas chuckled, until he caught on what she said.

"W-what do you mean by that?"

All the other engines wanted to know what she meant too. As excited was Sunset was to reunite with everyone, she was still on Sodor for an important reason. Sunset almost didn't know how to explain at first, especially considering how it involves their lively hoods at stake. It was a lot of information she needed to pass along. Only, how quickly were they going to understand or come to terms with the matter?

"The truth is, I'm not just here for a visit. Something came up."

"Oh no!" Henry said. "What is it, Sunset? Is it the Magic Railroad?"

"Is Lady in trouble?!" Thomas chimed.

"Has Diesel 10 escaped?!" Percy chimed as well.

"Is that genie guy up to his old tricks?" Emily asked, not sure if she got the name right.

"Calm down, everyone," Edward instructed. "Now, Sunset, what's the emergency?"

"You guys all know Diesel, right?" Sunset asked.

Gordon moaned. "What has that bothersome diesel done this time?"

Sunset Shimmer explained his and Paxton's visit to her school, and what he told them about the end of steam and rise of diesels. The Engines were all deeply stunned, especially Gordon. Not only does Diesel know about the Magic Railroad and the world it's connected to, but him and Paxton have visited Canterlot High without their knowing. Was he really right about them being replaced by diesels? How could Diesel say such things? Now that everyone's putting two and two together; The absence of other steam engines, the sudden arrival of many diesels, and Gordon's brothers being withdrawn and possibly sent for scrap, the case all seemed too likely.

Knowing this, Gordon moaned miserably at the thought of his brothers again.

"What's with him?" Sunset noticed.

"It's his brothers," Emily told. "They're being taken out of service and sent away to-"

"You don't have to tell her everything, Emily," Gordon seethed.

Percy gasped. "So then, everything Diesel said must be true! They really are getting rid of steam engines. Which means, they're gonna get rid of us next!"

"But they already have!" James said. "Half the Island is without any steam engines running it!"

"We'll all be turned into scrap if we leave!" Henry exclaimed, fearfully.

Everyone either screamed, gasped, or were shaken up by this realization. Sunset and all the Engines were horrified.

"But they can't do that!" Thomas exclaimed. "We've worked on Sir Topham Hatt's Railway for years. He wouldn't let them take us out of service."

"That's not up to him, Thomas," Edward said. "It's the Company's orders."

"Why did Diesel and Paxton go all the way to Canterlot High just to tell you that, Sunset?" James asked.

"Don't worry, everyone," Sunset assured. "Thanks to them, we know who's really behind this."

"We do?" The Engines all said in unison.

"Well, I do," She corrected.

Suddenly, before Sunset could explain, a prominent, faint beeping noise caught everyone off guard. It came from Edwards berth. The Engines were all alerted too. Inside his cab glowed and radiated a blinking pink light followed by a consistent beeping sound. The round, locket shaped device hung on a hook and flashed a pink light on one of the ridges pointing towards the Turntable.

"What is that noise?" Gordon groaned.

"It's Twilight's old Magic Tracker," Edward said. "It must've picked up something."

Then, James spotted another engine approaching their shed.

"Who is that?" He asked.

Everyone stopped paying mind to the magic tracker and glanced over to the strange engine puffing towards their shed.

* * *

Adagio Dazzle parked inches from the Turntable, which then rotated slowly with Sunset on it. She had to get off to allow this engine on and had to wait until Sunset was facing the opposite direction of Thomas and the others. As the table kept turning, Adagio was surprised to see a red and yellow shimmering sun design on Sunset's tender. She recognized that symbol anywhere; for it belonged to the very high schooler who defeated her way back when.

The turntable finally points Sunset to a separate set of tracks on the opposite side of Tidmouth Sheds. But upon reaching these tracks, Sunset spotted the fuming orange, yellow, and purple tender engine scowling at her with gritted teeth from another line next to hers. Sunset instantly recognized this engine, and was all the more afraid when Adagio recognized her too.

"You!"

Sunset Shimmer quickly puffed off the turntable with Adagio's glaring eyes following her every movement, even as she edges onto the turntable next after it stops at her line.

"Hey, I know that engine!" Thomas said. "I met her at Knapford Station this afternoon."

"She looks very important," Emily said.

"Huh!" Gordon boasted. "She doesn't look so important. I know important engines, and this engine's a far cry from such."

"And her paint work's all over the place, too," James commented. "Just look at her. Talk about bland."

Adagio angrily rolled onto the turntable then came to a sudden stop. She looked back at her cab in surprise.

"That'll be all, DRB 50," Gerard Gisborne said, applying her brakes from the cab.

Adagio shot a scornful grimace at the Engines, who still had no idea what she's even doing at their sheds. After her 'tour' of the Island, Adagio went to pick up Mr. Gisborne and brought him to see the engines at Tidmouth. Gisborne had some news to share; news Thomas and the others were already well caught up on. Gerard Gisborne stepped out and made his way over in front of Adagio Dazzle.

He greeted everyone with disinterest. "Evening, engines, eh,"

But the beeping noise from Edward's cab kept distracting and drawing his attention to his berth. A local porter went into Edward's cab and fiddled with the strange device. He squinted and shook it a few times. After randomly tapping the controls, the beeping magic tracker stops. The porter hangs it back on the hook and climbs out.

Edward could only grin sheepishly in response. After shooting a suspicious glare, Gisborne continued.

"Now, I trust you've all had a productive last day?"

"And just who are you supposed to be?" Thomas questioned, rudely.

"Thomas!" Edward warned. "This man is from the Railway Company."

"The Railway Company?!" He exclaimed.

"Class K2 is correct," Gisborne said. "Gerard Gisborne, temporary Director and Railway Company representative. Now, I suppose everyone's received the news by this point if I'm not mistaken?"

"Oh, we know alright," James objected. "You think you can just get rid of us! Get rid of me, the most splendid engine on Sodor?! You've got another thing coming, Mr. Gisborne!"

"Wait until Sir Topham Hatt hears about this!" Percy said.

"I'm afraid your Fat Controller is no longer in charge of this Railway."

"What?!" The Engines all repeated.

Everyone but Adagio and Gisborne were all shocked. What did they do to Sir Topham Hatt? Sunset remained parked on the track she exited the turntable from and listened in as best she could.

"It was with great sorrow that I had him resign as he did not agree with the company's goal for the North Western."

"So, what is the Company's goal exactly?" Emily grimaced. "What do you have against Steam Engines anyway?"

"Why, they're simply dated, of course. It's nothing personal. But in order to build a faster, functioning future, we need engines that'll get the job done. And diesels are just the engines to take us there."

"We can be just as fast and functioning than any smelly diesel you bring to the yard," Gordon said.

Gerard slipped an unsettling chuckle. "And yet the future we have in mind doesn't involve you at all."

The Engines became nervous. Sunset Shimmer was just as tensed, often wondering what Adagio was quietly doing during all this. Adagio only watched while giving slight reactions to everyone's response, but soon felt satisfied the more she spotted fear in their complexions.

Gerard's arms hid behind his back. "Effective immediately, all steam traction is to be removed from the North Western Railway to make room for diesel and diesel electric. A large chuck of the Island's locomotives has declined by now, leaving just you lot and the tram engine."

Thomas gasped. "Oh, no, Toby! He still doesn't know."

"Rest assured," Gerard said. "J70 will be informed once I receive word of your departure."

"But I don't wanna leave Sodor!" Percy said.

"Please don't make us leave, Sir!" Emily begged. "We love working here!"

"I don't wanna be scrapped!" Henry exclaimed, dejectedly.

All the Engines began talking at once, some out of fear, some in anger. But mostly, everyone was afraid and expressed it so. Adagio saw this, and took great joy in watching everyone panic. Still baring a sly grin at their dismay, Adagio was then surprised when Gisborne spoke after calmly raising his hand to settle everyone down.

"All of you… except this one."

Adagio and the Engines looked to where he directed his hand. The brief silence worried Sunset, as all eyes were now suddenly on Thomas.

"Me?" He puffed out of his shed an inch.

"You're keeping Thomas?" Percy asked. "But why?"

"The Earl of Sodor is opening a Railway Museum at his estate in Ulfstead Castle. He's purchased a few engines already and has plans to add more. Upon my request, you, E2, are to be the star attraction."

Thomas was speechless. A star attraction in a Railway Museum? But Thomas didn't want to be in a museum. He wanted to work on his branchline with his coaches Annie & Clarabel, to see his friends everyday and be really useful. This was hard to take in. While he was relieved to avoid any possibility of turning into scrap, this meant that all his friends would still be taken away and likely scrapped too.

"Many tourists will travel from all over the globe just to see the 'famous Thomas the Tank Engine', and bring in even more revenue for our Railway. So, I'd consider yourself lucky, E2."

Adagio Dazzle raised an unimpressed brow. She didn't see what made Thomas so special to warrant such an offer. How could an chipper, annoying engine draw people to travel far and wide just to see he existed. At the same time, she saw no real harm in Gisborne's decision. So long as him and his friends remained separated from each other was all that mattered.

Gordon and James were envious while the rest wondered how Thomas was handling Gisborne's offer. Sunset was surprised by this news too. Thomas did not like this one bit and rejected Gerard's idea.

"But what about my friends?" Thomas finally spoke. "What about my coaches, Annie & Clarabel?"

"Ah, yes. The two Stroudley coaches received a glowing report from the Company's last inspection. They'll be remodeled to fit in better with our updated policy."

Thomas glared at Gisborne. The Engines did the same, despite some apprehension and fear still lingering.

"As for the rest of you," Gisborne continued, with a tint of delight still present in his sophisticated tone. "You are to remain in your sheds until further notice. Tomorrow you'll be informed of the ferry's next scheduled arrival to have you transported back to your factory of origin."

At last, Thomas had enough. He stood up to Gerard Gisborne.

"We're not going anywhere, Mr. Gisborne!" He objected, boldly. "I don't care what you, or Diesel, or anyone has to say about steam engines. Sodor is our home. Sir Topham Hatt is our controller. And that's how its gonna be. We're staying right here!"

The Steam Team all cheered and whistled in agreement. Sunset smiled from overhearing this all the while. Thomas' determination never ceases to impress her. Adagio Dazzle wasn't impressed, and neither was Gisborne. Her eyes glowed green as did Gisborne's, giving him commands through her magical charm while grinning at their misfortunes.

"That's not up to you," Gerard sneered. "And that'll be Director Gisborne to you. The days of steam are gone. Out with the old, in with the new, discard the past, embrace the future."

This managed to frighten everyone straight, just as Adagio hoped. Then, with arms behind his back, Gerard walked back to Adagio's cab and climbed aboard. Adagio shot the engines all a condescending grin before puffing off the Turntable.

* * *

As she parked along the track she came, Sunset Shimmer backed onto the Turntable again once it reached her line, and rotated to face Adagio fully.

"Well, well," Adagio Dazzle mocked. "If it isn't Canterlot High's biggest meanie."

"You won't get away with this," Sunset Shimmer threatened.

Adagio was unfazed. "Things might've turned out different last time you said so, but I think we can both agree this puny world is already mine for the taking."

"That's what you thought when you tried taking over our school. And look how that turned out."

"An underestimated folly I won't be making again."

"Think again. Because my friends and I-"

"Will do what?" She interrupted, snidely. "Utilize magic in a world completely out of your element to stop me like you did at the Battle of the Bands?"

Sunset darted the ground nervously. Of course, she could use the same magic again to defeat her, but Sunset was starting to doubt if she even could. How could they, when there was a hefty limitation to using their pony magic. Without their means of instrumentation, they really couldn't defeat her the same way as before.

"Without your little syndicate of steam engines and messily high schoolers all together, your magic in this world won't even so much as leave a mark on my conquest."

"Is there a reason for the hold up, DRB 50?" Gerard asked, leaning out from the cab.

Thomas watched the two engines across the turntable from his shed, worried over what they could be talking about. Sunset continued glaring while feeling frustrated for not having a come back.

"So, go ahead and bring your friends," Adagio joyfully derided. "Try and defeat me the same way again. I wouldn't have it any other way, Sunset Shimmer. And you know it!"

On that, Adagio Dazzle puffed away with a sinister laugh, leaving a dumbstruck Sunset and the others with all that's been put upon them.

"Who was that, Sunset?" Percy asked.

Rotating on the turntable to face them again, Sunset told them all about the Sirens, and how her and the others back at Canterlot High managed to defeat them before using their negative consuming magic to take control of their world. She then told them why Diesel came to her world, and how he tried recruiting Adagio's lackeys for her plan to conquer Sodor through dieselization. The Engines have never heard of such a creature. They assumed many unordinary beings lived in or hail from Equestria, but this was a whole new stretch for them.

"I knew Diesel couldn't have been right!" Percy said, cheerfully.

"That's right, Percy!" Thomas said. "It also means the Siren's magic could be what's causing all this."

"Didn't you hear what Gisborne said?" Gordon argued. "About what they're doing over on the Other Railway? This was going to happen regardless of any Siren telling them to do so. She's just taking advantage of the situation."

"We don't know that for sure, Gordon," Thomas argued. "It's gotta be her magic gem."

"Maybe the Siren must've somehow found her way to the Railway Company," Henry said. "And charmed them into giving out orders to abolish steam."

"But why does she want to get rid of us?" James said. "Wasn't it you and our friends at Canterlot High who defeated her?"

"We did," Sunset said. "But I don't know how she fixed her gem or why she's so bent on taking over Sodor. I could only gain so much info off Diesel through my Geode Crystal."

"There's gotta be some way to stop her and save our home," Edward said, before solemnly changing his tone. "Anything to avoid being sent away."

Sunset Shimmer and the Engines all thought to themselves, wondering just what Adagio's motives were. If she's a creature who uses a ruby gem to consume negative energy, then how does replacing steam with diesel accomplish this? Were diesel's more aggressive and prone to argue? They needed a plan of their own, but didn't know where to begin.

"I know!" Thomas thought, "Why don't we go to Canterlot High! We can hide there until we figure out a plan. Twilight Sparkle and the others will know what to do too."

"But we were told to stay in our sheds, Thomas," Percy said. "We can't refuse orders from the Railway Company, can we?"

"I can't believe such a thing is seriously being suggested," Gordon boomed. "If we're caught, Gisborne is sure fast track our departure."

"Well, we can't stay here," Emily said. "Mr. Gisborne will be back tomorrow to tell us when we're leaving. It could even be that very day for all we know."

"I agree," Sunset said. "Waiting anywhere on Sodor is too risky. You'll be much safer in our dimension."

"I vote we go," Henry said, abruptly.

"Then its settled," Thomas decided, undoubtedly excited. "We're going back to Canterlot High."

Everyone eventually agreed it was best to leave the Island of Sodor, but only where they wanted to go as opposed to Gisborne's instructions. Even so, it would be worth it to visit their friends again. They have not kept in contact with them in a long time. Sunset's visit along with her reunion with Thomas inspired them to take the leap and head on over to see their friends again. But first, some of the Engines first had to check up on some things before the journey, as well as refill on some coal and water. They made a plan and began putting it into motion.

"How come Thomas gets asked to be the star attraction instead of a splendid red engine like myself?" James complained, much to the Engines eye rolling. "I'd make a great museum piece. After all, what will this island be without my shiny red paint for everyone to admire?"

"Not the time, James," Emily scolded.

"We better find Toby and let him in on the plan too," Thomas said.

"I'll go with you," Sunset volunteered. "The rest of you get organized. We'll meet up near the Magic Railroad once everyone's ready. Don't let anyone suspect what you're doing, especially the Siren."

The Steam Team agreed, as they and Sunset quietly exit Tidmouth Sheds, readying for their journey to Canterlot High.

* * *

 **To Be Continued.**


	5. Chapter 5: Escaping!

**Okay, so for those who are probably sick to death of the whole steamies vs. diesels/diesels replacing steam storylines have probably stopped reading by the point due to how overused it is. Yes, there's been tones of desalinization stories, yes I'm working with the same thing here and there's nothing different at first glance. But I'd like to remind them that, while it is shameful to admit, it's just a plot device in disguise. What I mean is that while it does play a role in setting up the conflict, it's not exactly the main focus. And that's something readers are going to see a lot of. For example; that one T &F Character featured in this chapter (I'll save you the trouble; it's Philip) doesn't have any significance to the plot.**

 **So, while I can honestly say the diesel vs steam story does seem to be the sequel's frontline, that's not the conflict we're here to explore. What you're thinking of isn't what's driving this home. As I should make clear, I only feature elements of stuff done before if I can add a new spin or branch off in an alternative direction. So, if you're still along for the ride, I can happily say you won't be disappointed!**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 5: Escaping!**

It wasn't until much later when Adagio Dazzle met up with Diesel again after he and Paxton returned from their journey to Canterlot High. Adagio had just finished taking Gerard Gisborne, Sodor's new controller, to visit the steam engines at Tidmouth Sheds to inform them of the current changes being made to their Railway, and how they'll soon be shipped off once the next ferry arrives to pick them up.

While puffing down the mainline with Adagio, Diesel was hesitant to report the status of his task, until Adagio finally grew impatience. But Adagio wasn't too happy after he did to say the least. This cautioned him into leaving out Paxton, or the fact Paxton was the one who convinced Aria and Sonata to consider her offer after refusing Diesel's failed attempt to recruit them.

Adagio moaned. "Why am I not surprised? So, this is how those two repay me for taking care of them after all this time?"

"They did say once we have control of Sodor that they'll be sure to join us."

"I already have control of this puny world! What more proof do they need?"

Diesel didn't know how to answer. Adagio continued grumbling but didn't appear that upset over their decline. She pretty much excepted their rejection despite her nearing her hostile takeover of Sodor.

"Fine. The sooner those steam engines are gone, the sooner I start regaining my powers again. Aria and Sonata will practically be bowing before me when all is said and done!"

"What exactly have you got against steamies, anyway?" Diesel asked. "Given that you are one, I mean."

"I am not a steam engine, fool! I may be stuck in this hideous form, but in my world, I'm a ferocious, all imposing Siren!"

Diesel looked over Adagio then shot her an unamused glare. Adagio shied away angrily and simply ignored his observation.

"Let's just say I know what they're capable of. I saw a single group, along with these girls I encountered in the past, seamlessly vanquish the Spirit of Chaos himself. Any foreign contrivance that can accomplish such a feat is a threat. And if I'm to conquer this world, I need those engines and their magic out of the picture."

"Rrriiight," Diesel rolled his eyes, unconvinced. "Thomas and all the other steamies have magical powers now too, eh?"

"I may not know how or why, but they do. Those engines, combined with Equestrian magic, possess an unprecedented power that could subjugate my own. This time for good."

"I appreciate everything you've done for us, Adagio, but there's no way I can believe you or any of those silly school girls actually-"

"Oh. Fine with me," Adagio interrupted, smugly. "I suppose you wouldn't like being in charge of the diesels after all."

Diesel pretended he wasn't worried. "Egh, of course, I do! Why do you think I'm still playing along with this nonsense? As long as the deal's still on, I could care less what magical powers you think you're getting."

Night time was approaching with the sun slowly descending from the sky and radiating a twilight night. Adagio was about to initiate the next phase of her plan before inquiring Diesel about his trip to Canterlot High.

"By the way, you haven't told anyone at Canterlot High what you were doing there like I asked by any chance?"

Diesel blew smoke nervously. "Uhh… N-No. W-what makes you think I did?"

"I didn't. Although, when Gisborne and I payed those engines a visit, I was surprised to see one of those girls at the sheds with them."

"What?!" Diesel exclaimed, furiously.

"You heard me. Sunset Shimmer, the one who orchestrated my defeat, is now on Sodor."

"She followed me?!" Diesel growled in frustration. "I knew there was something I didn't like about those-"

Realizing what he said out loud, Diesel looked over to Adagio, pretending to scowl him. Diesel's cheeks turned red.

"I-I-I mean, really?! W-w-what a coincidence."

"It is, isn't it?" She smirked with a raised brow.

Diesel arched a brow himself. "You're not mad, are you?"

"At first. I've even debated on revoking your so-called leadership status."

This made Diesel gasp anxiously. Adagio knew this would frighten him and took amusement over it.

"But the more I think about it, you, Diesel, have made the outcome of our little operation that much more possible."

Diesel was beginning to lose track of Adagio's complex schemes. Both engines came to a stop in front of a signal gantry and waited for the lights to turn green again.

"Wait. You wanted them to know you're on Sodor? But you said not to make a peep!"

Adagio explained. "I _was_ going to reveal my presence once the time was right and lure them here myself. But the difficult part's already taken care of itself."

"Why do you even need them? They don't seem all that special to me. I'm surprised a lot this loony could supposedly cause you so much trouble."

"Trust me, Diesel. These girls are _very_ special. They're going to reinvigorate my _true_ Equestrian magic once again."

Diesel groaned in annoyance. "What-ever."

At this point, Diesel stopped questioning her motives much and just went along with it. He was more looking forward to being in charge of giving out orders when Director Gisborne isn't paying notice. The two took off again once the signal lights turned green and allowed them to carry on.

"But for now," Adagio said. "I'd like you to round up as many diesels as you can and guard the perimeters surrounding those magic buffers."

"Guard the buffers? What for?"

"Sunset is becoming fully aware of my intentions here. There's no doubt she'll be escorting those steam engines to rendezvous at Canterlot High." Adagio's sinister grin creased and her eyes glowed green. "I need you to make sure that at least _one_ of them doesn't."

Adagio Dazzle knew exactly what she was doing. Her plan did involve more than replacing steam with diesel. The idea came to her when she first entered their dimension. After witnessing the Engines and Girls defeat the Lord of Chaos, with the combined strengths disabling and sending him back to his own dimension, Adagio knew that not only have the Girls gotten much stronger with their magic, but their new allies also posed as an unforeseeable threat. Knowing this, Adagio knew her chances of taking over not only Canterlot High, but everywhere beyond would be extremely slim. The Girl's have proven their magic can top hers. But now with this new kind of magic in the Engine's possession, Adagio had a lot more up against her.

Once the excitement following Canterlot High's crazy outburst subsided, she discovered the portal leading to the Magic Railroad and traveled through the line until she found herself on the Island of Sodor. She observed and discovered many things about this odd place. How most transportation and delivery is utilized by rail, the group of boys back at Canterlot High originated from this dimension, how to operate and control her engine form herself, and how easy it was to stir up conflict here than at Canterlot High. Once she found and met Gerard Gisborne, Adagio's conquest began to take fold. If she hopes to consume all the negative energy needed to make everyone obey her fully, all Adagio needed was a few people, and engines, to fall into place. Taking their steam engine friends away is sure to lure the Girls to Sodor. Having striped Adagio of her Siren magic before, Adagio still had intentions to utilize their Equestrian magic to enact her plan for revenge.

* * *

The Engines were all getting ready for their trip to Canterlot High, where they must hide out and conceive a plan of their own to defeat Adagio and save Sodor from falling under her spell. It was no longer safe for Thomas and his friends to be on Sodor. As much as it pained them to leave behind Sir Topham Hatt, his Railway, and all their friends, it was for their own good. But knowing their friends over at Canterlot High will lend them a hand reassured their belief that things will be back to normal once they figure out how to defeat the Siren. They were mostly excited to return to Canterlot High as they themselves haven't seen their good friends in quite a long time.

Night time had come. Thomas and Sunset Shimmer met Toby at his shed and told him everything. He was well aware of steam being withdrawn, but to find out who was pulling the strings surprised Toby a little. The engines had never experience outside forces invading their home before. Toby was even more worried when Thomas told him what they're doing to most of the rolling stock. If Henriette didn't meet Gisborne's expectations, they might have to send her away to be scrapped too. There were very few engines they could trust now, but luckily, Toby knew at least one diesel who could take care of Henrietta.

The three engines had arrived at Edward's Station in Wellsworth. Toby gently parked his coach Henrietta in the little two berthed shed behind the Station's signal box. Once Hernietta was snug in her spot, Toby backed up to face Philip, the diesel boxcab, nestled in his berth.

"Thanks for looking after Henrietta for me, Philip!"

"Oh, of course, Toby!" Philip said, excitedly. "This is going to be so much fun! It'll be just like a sleepover!"

"Just be sure to let me have my sleep if I'm to be staying here, Philip," Henrietta advised.

"Aw!" He pouted. "But what fun's a sleepover if all we do is sleep?"

"There'll be plenty of time for chitter chatter tomorrow," Henrietta smiled. "After all, we will be working together for the time being it seems."

"Looks like you two will get along great," Toby teased.

"We'll be better than great!" Philip chimed. "We'll be the best diesel boxcab and coach duo on the line. No; the best team this Island's ever seen!"

"I'm glad to hear," He chuckled. "I better get going now. Goodbye, Henrietta. Goodbye, Philip."

"Wait, Toby," Philip said, suddenly.

He stopped and looked at Philip, appearing troubled and worried, which soon carried over to Henrietta and Toby after he spoke.

"Is it true what some diesels are saying about steam engines; that they're being sent away because they're no longer useful? Is that why you're leaving?"

It was tough to break it to little Philip, but Toby knew he deserved to know. Toby sighws over the thought.

"Its true, Philip. We are being taken out of service. But where we're going is a much better place. We'll be safe there until this whole mess settles down."

Philip was still concerned. "But will we ever see you again? Salty said you might be gone forever, and that the diesels arriving here are your permanent replacements. That's not true is it? Say it isn't true, Toby."

"Nonsense, Philip," He chuckled. "We won't be gone that long. But in the meantime, you need to promise me nothing bad will happen to Henrietta while I'm away. Understand?"

Philip grinned. "Toby, that's what friends are for! We look out for one another. You won't have to worry about us. I got this!"

Toby smiled with assurance. "Then I promise nothing bad will happen to me or my friends either."

"You better hold yourself to that, mister." Henrietta then became apprehensive, "Do stay out of trouble, Toby. Please?"

Toby promised her he would before ringing his bell and backing away from Wellsworth Shed. He went to join Thomas and Sunset Shimmer, waiting by the station platform, as they took off to find the others. Philip kept on saying goodbye until the tram engine was no longer in sight. After which, Henrietta was about to drift off into sleep. But Philip had another ideas.

"So, Henrietta!" Philip began. "What shall we talk about first? Ooh, what about the time I rescued James from falling off a bridge, or when I was almost pushed into a turntable from this big bully? Or, oh! When I rescued sixty-eight sheep from a terrible accident and-"

* * *

Shortly enough, Thomas, Sunset, and Toby stopped under a Signal Gantry and waited for the rest to show up. There were no trains running, so it was clear for them to remain parked in the middle of the line. Percy arrived first, puffing in next to Thomas with an excited smile.

"Is everyone ready to go yet, Percy?" Thomas said.

"All set, Thomas! Just got back from picking up a cupcake at the bakery. The one Pinkie Pie made me before was so delicious, that I thought of giving her one fresh from Sodor."

"Good idea, Percy," Toby encouraged. "I made sure to bring the straw-hat Applejack and I made together."

"She's definitely gonna go wild over a cupcake from another dimension," Sunset commented.

Finally, Gordon, Henry, James, Edward, and Emily all arrived and parked behind the four engines.

"Where have you lazy bones been?" Thomas said, trying to keep spirits high.

Gordon groaned. "We had to wait for Henry to get his silly gift for Fluttershy."

"You see," He said, cheerfully, "I still have Fluttershy's tree bark from Canterlot's forest. And now, I'm bringing a piece of tree bark from my forest to give to her!"

"Why couldn't Fluttershy give you something less troublesome to give back in return?" James asked before bragging about his gift. "Like my shiny ruby that Rarity gave me for example."

"And Rainbow Dash's medal?" Gordon added.

"I'm bringing Twilight's magic tracker," Edward said. "She's probably not missing it much, but I bet she'll be happy to know I've kept it all this time."

"What about you, Thomas," Percy said, cheekily. "Aren't you gonna give back Sunset's gift too?"

Thomas looked flustered. Sunset simply chuckled to herself.

"Percy!" Thomas blushed. "I-deh, I didn't have time to get her anything!"

Percy giggled. "If you say so."

"The whistle was enough," Sunset assured Thomas.

"Do you still have it, Sunset?"

"Always. I mean, I don't have it on me, but… it really could've come in handy actually now that I think of it."

"Never mind that, Sunset," Thomas said. "I love traveling the Magic Railroad."

"It sure is gonna be weird going back to that high school," Emily said. "You've all had lots of time to adjust to being people, not to mention all the crazy, magic stuff. I barely had any time when I was there."

"Maybe now you can since you'll be staying longer," James said.

"Don't worry, Emily," Thomas said. "You're gonna love their world!"

"Take it from all of us!" Henry said, cheerfully.

"Aw, thanks, everyone," Emily said, grateful. "I can't wait to actually see what else their world has to offer."

When the Engines first traveled to Canterlot High, Emily had felt left out for being asked to stay on Sodor and not go with them. Now Emily finally felt more included, and she was proud to accompany them to the strange world they've all grown accustomed to.

"Then let's not wait any longer," Sunset said.

With everyone now organized, the cavalcade puffed down the tracks with Thomas and Sunset leading the train. Percy and James rode behind Thomas, followed by Gordon, Henry, Edward, Toby and Emily, as they followed the rest down a single line of track veering off from a set of points towards a spur line of thick, woodland trees.

* * *

The moon shined bright, but everywhere they looked was still dark. Their lanterns could only provide so much light, but it was still manageable to see what's in front. But all around them, from the forest trees to the tracks beneath them, almost everywhere was pitch black. The engines passed through the condensed forest with creaking branches and twigs snapping as they went along. They tried being brave, but roaming about this late at night, trying their best to avoid being seen or heard made their excursion just as tense. Sir Tohpam Hatt would've simply scolded his engines; but imagining what Gisborne would for catching them sneaking off a night was too unnerving. Sunset Shimmer wasn't phased much and kept on leading the train, trying to stay sharp by watching her surroundings for anything off putting.

Suddenly, a low humming drone, followed by a whirring coming from nowhere alarmed Sunset to stop in her tracks. But as she did, Thomas accidentally bumps into her, along with Percy, and James, and soon the rest found themselves doing the same or stopping just in time to tip one another's buffers.

"We really need stop doing this," Gordon said.

"What is it, Sunset?" Thomas asked.

"Something doesn't feel right," She said.

"C-could it be because we're in the middle of the woods where anything s-spooky can jump out and get us at any moment?!" Henry shivered.

"Don't be ridiculous, Henry," Gordon said. "Nobody knows we're out here."

"Yet," Percy said, nervously.

"Even if they do," Emily added. "We'll already be gone by the time someone catches up to us."

"Exactly," Edward said. "So, we better get a move on, quickly, before Mr. Gisborne notices we're gone."

And they did so, but Sunset's raised guard even higher. She instructed everyone to move slowly and make as little sound as they can. The Engines all puffed slow and steady through the thicket. Percy couldn't help but thought he saw a shadow zoom by and nearly came to a stop. James, annoyed with Percy for slowing down the train, decided to push him onward until Percy snapped out of it and picked up some slack again.

The engines arrived at a long stretch of track with points facing different directions. Sunset came to a stop and gazed down every direction, intimidated by each path. She didn't remember seeing this line here before, and neither have the others. The tracks were old with plant life growing out from the sleepers. They haven't been used in a long time. Thomas suggested they continue heading straight, to which everyone agreed, still puffing at a cautioned pace.

Just then, a number of white, blinding lights suddenly shined from within the forest of trees and startled everyone. One by one they each flicker on with loud, revving diesel engines roaring and purring all over their surroundings.

Sunset, Thomas and the rest came to a halt. To their shock, various diesels emerged from the shadows with their lantern lights fixated on each engine. The diesel engines came from different sets of points and parked near the track everyone was on. There were many diesels present, including some Thomas and the others knew and recognized. Arry, Bert, Den, Dart, Norman, Dennis, along with new faces; Skinhead, Western, Whistler and various other diesels of similar basis type were all accounted for.

"These must be the steamies Diesel said to bring back," Skinhead said.

"Thought yous could just puff away whilst we were sleepin', could yah?!" Western said.

"Wait til we turn you lot in," Whistler smirked. "They'll have yah rotting in the scrap yards for sure."

The diesels all laughed and honked their ear piercing, reverberating horns in excitement. Sunset and the frightened engines didn't know what to do. Based on the number or horns heard, there had to have been many more diesels parked around their vicinity besides the ones blocking the points. They were all surrounded; saved for the track they were on, which still bared a clear path to take.

Sunset Shimmer plucked up determination. "Follow me!"

The grinning diesels began closing in one by one. Thomas and the others, in a fit of panic, blew their whistles and followed Sunset Shimmer, now puffing a head with a quick take off. The Engines zoomed by the diesels, inches away from clipping their tenders or running boards. Their lanterns flashed by as the Engines picked up speed, and the diesel's creeping faces blurred by from their peripheral vision. Everyone puffed as hard as they could to escape any diesel that didn't block their path from a set of points.

Out of nowhere, Thomas, Percy and James found themselves going down a clear path from one of these points. Screaming in fright, Gordon, Henry and Edward also veered off into a path heading to their left, splitting up from the group.

"What's going on?!" Toby said.

Finally, Toby and Emily were led down the last set of points they came across. Sunset stopped after exiting the woods and realized she was alone. Unknown to any of them, a few diesel drivers were flipping the switches to separate the engines so they could pick them off one at a time. Hearing a diesel's horn approaching her, Sunset Shimmer continued on to find the others.

* * *

"Thomas!" Percy said. "We have to go back! We left the others behind!"

"We can't do that!" James said. "Didn't you see how many diesels there were?"

"James' right, Percy," Thomas said. "We'll have to take a different route and meet up with everyone another way."

Soon after, Thomas, James, and Percy found themselves puffing along a track with two other railway lines next to them. Thomas recognized the line the more he inspected it.

"Wait!" He said, excitedly. "I know this line. The Magic Buffers are straight up a head!"

But upon peering a head, Thomas saw three headlamps seeping into view and closing in. On three rows of track were three rows of diesel engines, lined up from behind one another as they oiled towards their direction. Thomas applied his brakes, followed by Percy and James.

"Get back!" Thomas warned. "Get back!"

Percy, James and Thomas quickly tried to reverse away from the oncoming diesels. But another group from behind the direction they came, this one led by Diesel himself, were also catching up and heading their way. Thomas braked again upon hearing their horns and stressed over what to do. The lights were getting closer. No sooner will the three engines be completely over run by diesels approaching them from both directions.

"What do we do, Thomas?!" Percy asked.

Seeing no way out, Thomas then spotted a lone set of points on their line that led away from the wide-open tracks.

"This way, Hurry!"

Thomas puffed down the switched tracks with Percy and James hastily following. Diesel stopped and commanded the diesels from their line.

"After them!"

A few diesel shunters, including 'Arry & Bert, along with class 35s and 24s veered through the points after Thomas, Percy and James in a single file, honking their varying horns all the while.

Lights from the diesel's headlamps peaked into their vision, and frightened Percy into moving faster. A loud air horn startled a screaming James who could only puff as fast as Thomas and Percy did. The three engines were being pursued down a single line of track passing through a forest of thin, bristled trees. Thomas tried being brave, but even he wasn't prepared when a 4DH Sentinel diesel named Den came into view a head of him. Determined, Thomas kept on puffing and charged towards Den, still oiling towards the speeding steamies. Miraculously, a set of points led Thomas onto another set of tracks to his left, along with Percy and James, just before Den could ram into and nearly clip James' tender. Den incompetently runs into 'Arry & Bert instead, halting the pursuing diesels if only for a brief moment.

As they rode down the tracks, the three engines could hear but barely see three of their friends from across a thicket on another set of tracks. Gordon, Henry, and Edward's lanterns stuck out as this indication, whizzing by on the other side of the crowded trees in a hasty pace with diesel headlamps on their tail. The diesels were chasing all the Engines in a complete circle away from the Magic Buffers. Scared but determined, Thomas, Percy, and James, kept on chuffing, hoping to find a way to reunite with their friends as the diesels chased after the three in hot pursuit from afar.

* * *

Meanwhile, Sunset Shimmer was off on her own, having lost track of everyone during the ambush. She stopped and hid behind some trees to avoid being spotted. Then, she heard puffing noises coming towards her. Toby and Emily rolled up and parked in front of her, relieved that it wasn't a diesel they almost ran into.

"Where are the others?" Sunset whispered.

"We don't know," Toby said. "We must've gotten separated by the points."

"I thought I saw Thomas, Percy and James heading towards the Buffers," Emily said. "But then a whole bunch of diesels showed up and chased them away."

This worried Sunset a little. Regardless, she had to get Thomas and all his friends out of this mess.

"Come on," She said. "I'll take you to the Buffers."

Toby and Emily agreed and followed Sunset who carefully reversed down the line she came. Whenever they weren't chasing anyone, a patrol of diesels rolled along the track, inspecting every corner they could see. Sunset, Toby, and Emily waited on a sheltered siding. They remained silent as a diesel patrol purred by unbeknownst to the hidden steam engines. When the coast was clear, Toby gave Sunset the okay to reverse back again, and puffed along the line that leads to the Magic Buffers.

At last, they reach the Magic Buffers. Toby and Emily were perfectly facing the Buffers, giving them leverage to charge through the portal head on.

"That was close," Sunset said. "You two go on a head. I'll look for Thomas and the rest."

"Be careful, Sunset," Toby advised. "Don't let any of those diesels get the better of you."

"We'll wait for you and the others inside," Emily said.

Sunset thanked them and waited for Emily and Toby to build up speed and charge towards the Magic Buffers. A misty spiral of gold sparkles, accompanied by echoing sounds of locomotives passing with signal lights blaring materialized and opened the portal. Toby and Emily entered through the golden portal and into the Magic Railroad. The noises produced by their entrance was sure to draw in diesels to their location. Sunset worried over having to make sure they didn't.

Luckily, half the work had taken care of itself, as more chuffing noises and a shining lantern headed towards an alarmed Sunset. James, crying out with terror, came hurtling by her as he veered onto the siding and straight into the portal. Sunset then watched as Percy and Thomas arrived, with Thomas braking a foot from the siding.

"Go, Percy!" Thomas said. "I'm right behind you!"

Percy did so and charged towards the Buffers without thought, disappearing through the magic, golden portal.

"That's almost everyone," Sunset confirmed.

"Gordon, Henry and Edward are still out there," Thomas said. "We have to go and get them, Sunset."

"And you will. I'll wait here while you bring them back."

"What?! But I can't go out there on my own."

"The diesels can't know where we are either. Someone has to make sure they don't enter the Magic Railroad before we can close it off."

Thomas was nervous. Despite his best efforts to put on a brave face, going out there by himself with many diesels out to capture them unsettled Thomas. He preferred being with his friends, knowing they'd each keep each other safe. But his friends were in trouble now, and it was up to someone to do something before they're caught.

"Alright," Thomas said, apprehensive. "I'll be right back."

"You'll be fine, Thomas," Sunset encouraged. "I know you will. And If you're not back soon then I'll find you myself. You know I will, right?"

He smiled. "I do."

"Just, you know, try not to put yourself in that position," Sunset teased before changing her tone. "Please, be careful, Thomas. For all of us?"

Thomas beamed a determined smile and took off to find Gordon, Henry, and Edward. Seeing his familiar determined grin put Sunset at ease again. She puffed forward then backed into the siding, watching Thomas bravely disappear within the murky ambiance of the railway line.

* * *

Gordon, howling in terror, along with Henry and Edward veered down a curved bend with a parade of thundering diesels in hot pursuit. There were more than twenty diesels, all riding along three rows of tracks, speeding after the terrified steam engines. The three engines were not having any luck shaking off the persistent diesels. A group of shunters and class 26s, 30s, and 35s had been on their tail since the ambush, and showed no sign of stopping, much to their exhausted distress. Gordon, Henry and Edward were running out of options and out of steam.

Rolling down an open line with three rows of track, Thomas stopped in front of a turnout from a level junction, a line connected with three other points linking one another for engines to cross over onto each track. Far ahead down the same line was Gordon, Henry and Edward. They spotted Thomas from afar and puffed towards him with the diesels still in chase. Along the way, they had to pass a set of points leading into a spur line. But Thomas, at first relieved to see his friends, saw to his horror a blinding headlamp speeding towards the trio from the very siding.

"Oh, no!" Thomas nearly stuttered. "There're almost here! Hurry!"

"We're hurrying as fast as we can, Thomas!" Gordon called in annoyance.

Gordon led the charge with Henry and Edward chuffing behind. Henry saw the blinding light of Western's headlamp getting closer and closer to him, and picking up more speed. Western's light blinded Henry, and the air horn drummed his hearing. What happened next was something Henry and his friends couldn't see coming.

Western charged head on and rammed into Henry, sending him flying off the track.

Everything seemed to move like a blur. At the same time, Henry slowly descended off the line, unable to react as he found himself tumbling down to his right boiler side. Thomas gasped in horrific shock. Edward managed to apply his brakes on time, but couldn't stop himself from running into Henry's tender, and nudging him forward a bit more off track. Finally, Henry crashed landed with a loud clang and a clash against the rails. Ballast crumbled and powder spewed everywhere.

The dust cleared to reveal Henry now lying on his side. His coal had spilled out from his tender and all over the second row of tracks. Henry, battered and derailed, whimpered as he realized what had happened.

Diesel, with his illuminating headlamp, oiled up from behind Henry next to the track he derailed from. Edward was still recovering from the collision, until Western pulled up facing him with his blinding headlamp.

"WHERE DO YOU THINK YOU'RE GOING?!"

A shocked Edward felt a diesel bump him from behind. More diesels parked near and surrounded the two steamies.

"No where to run now, steamie!" Western said.

The diesel behind Edward tugged him back. A few more from behind laughed and chortled. He was now coupled up with no means of braking free, even if he could somehow get pass a derailed Henry. Edward was trapped.

"Why are you doing this, Diesel?" Edward said, noticing him from the other line next to him.

"We all knew this day was coming, Edward. Now, quite squirming."

Gordon managed to escape the ordeal and met up with Thomas, who was too petrified to say or do anything at first as he and Gordon met face to face. Gordon had heard the commotion too, and was just as speechless, and just as mind boggled by the sudden ordeal.

"Gordon!" Thomas said. "They're gonna take Edward and Henry away! We have to save them, quickly!"

"Uhh, err… r-right."

A disoriented Gordon began backing up. Edward could see Gordon reversing towards them from across the line. Seeing how many diesels were now closing in on him and Henry, Edward knew Gordon and Thomas wouldn't have any luck escaping either, let alone try to save one of them.

"Thomas, Gordon!" He called. "Listen to me! Don't worry about us!"

Gordon stopped and listened to Edward's calls.

"Save yourselves! There's too many of them! Just get out of here while you can!"

Gordon agreed and tried puffing forward. But Thomas wasn't having it. He wanted to save his friends.

"No, Gordon!" He demanded. "Henry and Edward need us!"

Gordon stuttered, unable to think straight. Staring down at all the diesel's overcasting headlamps, even Henry knew there was no way out. As much as it deeply pained him, Henry had to muster up all the courage he could so he can give his friends a chance to avoid the same fate.

"Just go!" Henry called. "Go before they get you next! Make sure the others are safe. That's all that matters now."

Surprised by Henry's orders, Gordon looked back at Thomas glaring with worry.

"We can't just leave them there, Gordon! We're suppose to all leave together!"

Gordon felt like his boiler was about to burst. He didn't know what to do. Thomas begged him to rescue their friends, but Edward and Henry urged them to get away. He wanted to save his friends, but knew there was very little he could do to help them, let alone Henry. Thomas was not about to leave his friends, however. Gordon didn't want to either but saw no way of rescuing Edward and Henry. He stared back at Thomas, waiting for Gordon to make a move.

"Take Thomas and the others and go now!" Edward called.

"Save them, Gordon," Thomas snapped. "Do something!"

"After those engines!" Diesel ordered. "The rest of you spread out! They can't leave this Island."

A few diesels left to get onto the other line while another row rolled towards the two engines. Gordon, trying to shake off all this stress, finally made up his mind and glared determinedly at a confused Thomas.

"Gordon?"

Hissing steam, Gordon biffed against Thomas' front buffers and pushed him along while building up speed.

"Gordon?! Wait! STOP! Gooordooon!"

Thomas called and shouted for Gordon to stop, but he didn't. They were already well up to speed and chuffing down the line.

* * *

Sunset Shimmer was waiting near the Buffers when she saw two engines chuffing towards her. She smiled with relief upon seeing it was Thomas, but soon noticed something missing.

"Gordon! Stop!" Thomas begged. "Don't leave them!"

"Get inside the portal now!" Gordon called to Sunset.

Realizing they were close, Thomas's eyes widened and looked back at the buffers.

"NO! Stop! Please, Gordon, listen to me!"

Sunset's face fell over Thomas' distressed cries. Realizing something's wrong, she then quickly built up speed and charged back to the Buffers. Gordon, pushing a resisting Thomas, veered down the siding and sped towards the Magic Buffers.

"NO!"

Gordon biffs Thomas into Sunset, right as the misty, golden portal materializes and spirals open for them to enter. The three engines, with a screaming Thomas, pass through the portal and disappear inside the Magic Railroad. The echoing noise of locomotive whistles and signal lights fade out, and the golden portal clears and vanishes into thin air. Just then, Skinhead and Whistler rode down the line while passing the siding leading to the Magic Buffers.

"Dumb, steamies," Skinhead chuckled. "Don't they know not to whistle if they're tryna hide?"

Whistler chuckled in agreement. The two diesels carried on, unaware of the lone buffers off to the siding hiding the very engines they're hunting for.

Diesel caught up and parked near the siding. He was fed up with their sudden disappearance, and went to check on the Magic Buffers to see if that's where they went. He then charged into them only to bounce off upon impact and winding him a little. Recovering, Diesel stared with bafflement at the mossy Buffers, barely radiating a single spec of gold. This angered Diesel to no end. The frustration he's had with the Magic Buffers already and its random abilities made Diesel storm off. He looked back at it, now with a sneaking suspicion. How would it not let him in? One thing was for sure, he wasn't getting into the Magic Railroad tonight. So, Diesel reversed back to fetch Henry and Edward.

* * *

Toby, Emily, James, Percy, Sunset Shimmer, Thomas and Gordon were now all inside the Magic Railroad. The engines who arrived earlier had just finished recovering when they heard more commotion going on. Gordon's tender biffed against the Buffers they came in as Thomas kept ramming into Gordon, trying to push them back out through and return to Sodor with no success.

"Gotta go, back, gotta go back!" Thomas repeated. "We have to go back!"

Thomas kept on bumping and biffing his buffers against Gordon's. Sunset Shimmer tried getting his attention but Thomas ignored her and kept ramming. The Magic Railroad was now closed off to prevent anyone from entering. There was no way of leaving until it was turned back on, which it didn't.

"We shouldn't have left them!" Thomas cried. "You shouldn't have left them!"

Finally fed up, Gordon jerked forward and pushed Thomas away. Sunset caught him with her front buffers. Her and the others were still not up to speed.

"Enough, Thomas!" Gordon snapped. "There was nothing we could've done!"

"You don't know that! I mean… We could've done something at least!"

"What happened?" Sunset asked.

"Henry got derailed," Gordon explained. "And a swarm of diesels ambushed him and Edward."

"What!" Percy cried.

"They were both captured by Diesel."

A strong silence fell. Now that they all had breathing time to check up on one another, the group counted and noticed they were now two engines short. Realizing this, the news struck everyone much harder. The uncomfortable silence worried Sunset, especially from Thomas.

"Thomas?" She asked.

Thomas continued saying nothing and angrily darted the ground before becoming saddened like everyone else. Sunset didn't know what to say. She wanted to go back and rescue them, but knew just as well as the others that nothing couldn't be done, and the reality of it was too much to bare.

Gordon's face fell, guilt ridden and ashamed to have put Henry and Edward in danger. The Engines all mourned over the loss of their friends. It was especially painful knowing they were sentenced to be taken away off the Island soon. How soon exactly was still unknown, and it saddened them even more as the likelihood of it being only a few days from now, or worst of all the next day, was difficult to even have to imagine.

It was difficult for them to continue on, to leave Henry and Edward behind, but they had to. Slowly but surely, they puffed down the golden tracks of the Magic Railroad. Thomas refused to move a wheel. Sunset coupled up and pulled him while Gordon gently pushed Thomas along. Not even the beautiful countryside of the Magic Railroad, with it's purple starry sky and moonlight night, could put them at ease.

* * *

 **To Be Continued.**


	6. Chapter 6: Together Again

**[For any questions, please read notes after chapter ends]**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 6: Together Again**

Sunset Shimmer and the Engines emerged from the portal in the Wondercolt Statue onto Canterlot High's courtyard. Thomas, Percy, James, Gordon, Toby, Emily, and Sunset were now in their human forms and dressed in the same attire from their last visit, and new clothes Sunset's been wearing for quite a while. The school was closed and the midnight sky sparkled with stars. The Engines needed a moment to cope. They stood and sat on the concrete grounds, still a little winded from their escape. Sunset went around checking up on everyone proceeding to reel in their circumstance. Next, she saw Thomas by the portal they entered from on the eastern side. He sat with bent knees and gazed dejectedly at the portal in a contemplative trance.

Thomas, like the others, thought of going back to Sodor. But while the engines are accepting that they couldn't do much against the diesels, Thomas was close to entering the portal again. He just couldn't let them go. Gisborne did say the next ferry wouldn't arrive until he received notice of such. There was still a chance to save them, a chance Thomas was tempted to take this very moment.

However, Thomas felt someone place a hand on his shoulder. He looks back and sees his friend, Sunset Shimmer, crouching down to meet his level and sharing looks of worry. He then glances over at the other engines, some still downcast. They didn't want him to leave on a solo rescue mission, for another friend to get captured. Sunset especially deeply sided against this, and made a face that told him this. Looking at a worried Percy, Thomas remembered the last time a very good friend was taken away, and how hopeless he felt for not being able to do anything. That was until Sunset and her friends from Canterlot High came to his side, and gave him the courage, strength, and friendship to carry on and help overcome the odds.

Remembering this, Thomas' eyes began watering up. Just looking back at Sunset and her reassurance informed Thomas of everything she didn't have to say out loud. Sunset gently wrapped her arms around him with her cheek pressed against his head. Thomas leaned his hands on her shoulders and allowed a few tears to spill out.

After a while, the group made their way to Sunset's house. It was going to be a cramped and uncomfortable night's sleep, but that was the least of their concerns. Sunset checked up on Thomas and Percy comforting each other. Then met with Gordon next, hugging his left arm with shame.

"I was in front when they were caught," Gordon reflected. "Perhaps if I'd gone a little faster, then Henry wouldn't have been derailed and gotten Edward trapped."

"Don't blame yourself," Sunset said, noticing his distressed demeanor. "There was nothing we could've done, right?"

"Except I should've hurried like Thomas said. But those diesels, they were faster and stronger than us. How could they out match me?" He sighed. "Maybe, they are the better engines after all."

She tried cheering him up. "Better than you guys? No way. Diesel won't get the better of us again."

Still dejected, however, Gordon decided not to say anymore and fell behind to walk on his own. Sunset was worried for everyone. It was clear leaving their friends back on Sodor left a impact worse than either expected.

* * *

Finally, the next day came along. The early morning sun shined over the city and the blue sky was clear as day. Students arrived at Canterlot High and occupied the halls, waiting for their classes to begin. Sunset Shimmer and the Engines entered the school, with Sunset texting her friends to meet by the Band Room. Though it was nice being back at Canterlot High, the Engines were still a bit down in the dumps. But with each passing hall they entered, the more their excitement started manifesting again. Memories of their time at CHS with their friends began to relief some stress.

Turning a corner, the group found Twilight Sparkle and the rest of their friends from across the hall.

"Sunset! Thomas!" Twilight called.

Rainbow Dash, Pinkie Pie, Fluttershy, Applejack and Rarity stopped for a second and beamed at the sight of their friends, who also returned genuine smiles from seeing them. Then both groups rushed over and happily greeted one another. The Girls all huddled around Thomas first and greeted him before splitting off and welcoming the rest of their Sodor friends. Murmurs and conversations filled the halls, sparking from the enthusiastic girls and less enthusiastic but still chipper engines.

"Pinkie Pie!" Percy called.

Squeeing with joy, Pinkie Pie rushed up to Percy, wrapped her arms around him, and lifted Percy off the ground while twirling on her foot. She puts him back down and let's go.

"I'm So Happy To See You Again, Percy! Did You Know How Much I Missed You? 'Cause I Missed You SOOO Much! Like This Much So Much," She tried spreading her arms out as far as she could.

"I did too, Pinkie, I-"

"Anything Fun And Exciting Happen On Sodor?" Pinkie Pie interrupted, popping up and jumping around all over Percy. "Like A Party? A Railway Party? A Mail Party?! Or Another World On The Brink Of Destruction From A Big, Scary, Evil Meanie That We Have Stop Before We Can Restore Order And Harmony While Stuffing Our Faces With Candy In Case We Run Outta Steam Party?!"

Percy chuckled. He was equally as happy to see Pinkie Pie.

"Nothing like that, Pinkie. Not yet at least. But I already feel much better now that we're together. I brought a present for you!"

Pinkie gasped loudly. "A Present?! For Me? Aw, You Didn't Have To. Having You Visit Us Again Is The Best Present I Could've Asked For."

"Okay." Percy smiled a cheeky grin and whipped out his cupcake in a playful manner, "So, I guess you won't want this specially backed Sodor cupcake then?"

Pinkie's eyes glistened and jaw dropped. The cupcake reflected in her eyes. It was made with pink frosting, baked with mouth watering vanilla flavoring with a creamy filling, and sparkled with rainbow, chocolate sprinkles. Pinkie Pie admired the glistening cupcake with a slobbering stutter before shaking her head vigorously.

"I CAN'T TAKE IT!"

She grabbed the cupcake and chowed it down. Percy held back his gigging after Pinkie finished and burped. It took a moment for Pinkie to respond, as the flavors meshed together in a way she's never tasted before.

"Percy! That Was The Most Delicious, Otherworldly Cupcake I've Ever Eaten!"

Percy arms bashfully hid behind his back.

"Well, your cupcake was so good, I just knew I had to bring one over from Sodor just for you to have."

"Aw, Come Here, Party Pal!"

Pinkie Pie embraced Percy with another hug, which he happily returned the favor.

* * *

After hugging, James noticed Rarity's new outfit wasn't the same as before, even the others were now sporting different looks.

"Wow, Rarity," James said. "When did you all get new outfits?"

"Oh, you mean my new ensemble?" Rarity posed in various stances show off her outfit. "We've had them for quite a while. Marvelous, isn't it?"

"I Agree. Amazing work as always," James smiled with crossed arms.

Rarity cleared her through. "Actually, this was made by a sophisticated fashion designer who used one of a kind patterns from one of a kind, imported materials that yours truly bought at a one of a kind Boutique."

"So, it's one of a kind?"

"Exactly!"

"Wow!" James held both flaps of his jacket. "Almost kind of like my outfit, huh? You don't see anything like this in your world anymore. That must make me one of a kind too!"

"Eh, yes," Rarity smiled, sheepishly. "Em, James, sweetie, have you reconsidered letting me couture your own outfit at all? Just asking, of course, you don't have to say yes. Though I won't deny you the privilege of receiving said wardrobe upgrade if you do."

"Hmm. Not recently. I like being splendid and red. And anything I wear will be just that and only that."

Rarity was proud of James for embracing his own style, but would much rather see him in a more updated style she designed and was eager to show off for him.

"Right. Well you see, I've already finished stitching the wardrobe that I promised for you and our friends, and I was wondering if maybe you wouldn't mind-"

"Hold it!" James held Rarity's shoulders. "You really made a new outfit for me?!"

Rarity smiled and nodded. "Mm-hm."

"And it's up to date and all that other stuff I don't understand a word of?!"

"Tss. Darling, darling," She sniggered. "Only the best for a fellow fashion enthusiast. And a good friend."

James smiled. Secretly, he also wanted to wear something new that solidified him as a fashionable person. He didn't expect Rarity to follow through on it though, and even came to admire his attire after their stint at Rarity's Fashion Show. But hearing she took the time to make him and his friends new, proper outfits anyways made James just as eager to see what she made. He gently let's go of Rarity, rubs the back of his head and casually cleared his throat.

"I mean, I suppose I could give it a try."

Rarity's hands rested on her hip as she shot James an amused smile with lidded eyes.

* * *

Applejack was heartfelt upon seeing Toby still wearing the outback straw hat they made together. She approached Toby and playfully gripped the front brim.

"Well, I'll be," She then let's go, "You actually kept it."

"Of course, I did," Toby chuckled. "We both made it together after all. And I figured you wouldn't mind me bringing it."

"Read my mind better than a horse can count to twenty." Applejack places a hand on his shoulder and spoke sincerely, "Thanks, Toby. That sure means an awful lot."

"We all brought back the gifts you gave us. Some of us even brought their own to give."

"Really, now?" Applejack teased by rested her elbow on Toby's shoulder. "Don't suppose you brought one for me then, did yah, sugarcube?"

Toby nervously darted the floor. Applejack shot him an amused smile all the while.

"Uh, well, I, um," He stuttered.

Applejack giggled and nudged his arm. "Ah, I'm only follin', Toby. Seein' you with that hat still on is good enough."

Toby smiled with gratitude. "Don't worry, Applejack. Next time I'll be sure to bring back something for you."

"Suit yourself. So, now that y'all are back in our dimension, I'm bettin' yer eager to led some 'muscle' at Sweet Apple Acers again?"

Toby chuckled. "That would be fun! And much needed. Only, we had a bit of a rough trip. It might be a while before we get back on our, uh, feet, so to speak."

"Figured as much. That darn Siren just doesn't know when she's beat. She goes and spellbinds the whole school into fightin' one another, and now she has a stubborn bull's temper to send y'all away so she can soak up negative energy from diesels?"

"Was she really that bad?"

" _They_ were bad," Applejack specified, referring to Aria and Sonata. "An' If you call almost takin' over the whole world usin' hypnotic voices to turn simple bickerin' into magical crazed energy that can fuel their own powers bad, then yeah."

"Oh, deer," Toby said, troubled. "It really is worse than we thought!"

Toby was still thinking about his friends, and how much danger they could be in with the Siren over on their Railway. Applejack worried a bit more after examining his demeanor. So, Toby, knowing fully that he can confide anything with Applejack, told her everything that happened.

* * *

Gordon was still a bit upset. Unlike the others, interacting with their friends didn't really cheer him up all that much. Rainbow Dash snuck up and nudged Gordon's arm.

"So, Gordon, how's my favorite lughead doing?"

He was happy to see Rainbow Dash, but not as overly enthusiastic as he was showing.

"Hello, Rainbow Dash. Still thinking you're faster than a speeding train, are we?"

She shrugged, boastfully. "Don't know. Still thinking you're the fastest thing ever, or are we about to pass the torch onto someone else?"

"And what's that suppose to mean?"

"Not to brag or anything," Rainbow Dash leaning a little close. "But I've been training up a storm in preparation for another race, if you catch my drift."

"Ah, yes. We haven't really decided on who would've won, have we?"

"Which we're definitely long overdue for." Rainbow Dash cracked her knuckles, "So, what do yah say; ready to see who the real master of speed is? You know, after we solve the whole Siren problem."

Gordon perked up a little, forgetting he was upset for a second.

"In deed, we shall! I've come close to breaking my top speed record. And I'll have you know… you'll probably win," His arms slouched forward in dismay.

"Hah, well duh! I'm," But Rainbow Dash soon caught on to his strange behavior. "Wait, did I just hear you say that correctly?"

With everything flooding back into his forethought again, Gordon turned his head away in shame. Confused at first, Rainbow Dash then tried joking around by knocking on his temple.

"Uh, hello! Is Gordon there? I'd like to speak to his ego."

He looked to her again and tried creasing a humble grin, but she wasn't buying it. Rainbow Dash had ever seen Gordon like this. She didn't know what to make of it.

"Oh-kay?" She said, crossing her arms. "What's up with you?"

* * *

Thomas and Twilight Sparkle finished hugging as Sunset Shimmer and Emily joined in on their conversation.

"I missed you all so much," Thomas said, feeling much better. "It feels like only yesterday since I was last at this school."

"We missed you too, Thomas." Twilight Sparkle then unzipped her backpack. "Isn't that right, Spike?"

Twilight's dog, barking and wagging his tail, springs from her bag and into Thomas' arms. Spike then proceeded to lick Thomas' face, making him laugh all the while with Twilight and Sunset giggling.

"Hi, Spike!" Thomas patted his head until Spike stopped.

"Hi, Thomas! Great to see you again." Spike looked over at everyone else. "Whoa! You brought all your friends from Sodor too?"

Thomas muffled his dismay and continued beaming.

"We sure did, Spike. Everyone's back together again."

Spike scratched the back of his ear with enjoyment. Emily still wasn't used to the talking dog and found it too bizarre to take in right away, even for Thomas, who was acting like nothing was out of the ordinary. Sunset placed a hand on her shoulder.

"It'll become less weird over time," She assured.

"I hope so. We are gonna be here a while." Emily looked around at her friends, "There's just so much I need to catch up on."

"What about Sodor," Twilight asked, while petting Spike. "Is it really as bad as we thought?"

"Worse," Sunset said, bluntly.

Twilight stopped petting Spike. Her eyes widened with worry and looked to Thomas darting the floors. He was too anxious to reveal what they had tell her. But how could they, knowing who was left behind in wake of this whole disaster; someone who Twilight got along well with especially out of him and the other engines.

* * *

Meanwhile, Fluttershy went around greeting all the Engines, who responded warmly and welcomed her in return. She hugged Percy, patted Toby's head, and waved at James. Fluttershy was eager to see Henry again most of all. She passed by her friends and searched for him. But everywhere she looked, Fluttershy didn't see Henry anywhere among the group. Confused at first, Fluttershy then began to worry and questioned his absence. She stepped outside the group, hands overlapping one another, and took one last look back at everyone.

"Um... where's Henry?"

Suddenly, the group fell silent. Everyone glanced over to Fluttershy, who had no clue to what transpired.

"Hey, yeah?" Twilight noticed. "And where's Edward? I thought he'd be the first one I ran into?"

The Engines shared looks to one another, which confused almost all the Girls, save for Sunset and Applejack who joined Thomas and the others as their head fell in dismay. Moments ago, they were back to their usual high spirits. Now it seemed to have diminished over Fluttershy and Twilight, and the unfortunate news they'd have to break.

"Uh, Fluttershy," Applejack said, resting an arm on her shoulder. "There's somethin' you oughta know... about Henry."

"And Edward," Sunset said to Twilight, solemnly.

"What about? Is Edward okay?"

Twilight Sparkle began to worry even more. Sunset Shimmer took her and Fluttershy away from everyone and over near a set of lockers where they could talk privately. The Girls stared at the Engines and their solemn complexions before turning to Thomas, still holding Spike who was also just as confused.

"What-ever is going on, Thomas?" Rarity asked.

"Didn't you say everyone was here?" Spike asked. "How come Edward and Henry aren't with us?"

Thomas didn't know how to explain and continued staying silent, which only worsened their concerns.

"What happened to you guys?" Rainbow Dash asked, still looking for an answer from Gordon.

"Toby told me the gist of it," Applejack said. "Let's just say this whole ordeal is a bit more complex than what Diesel or Sunset's vision told us."

A stuttered whimpering came from across the hall. Both Twilight's and Fluttershy's eyes leaked a stream of tears. While Twilight was too stunned to process this information, Fluttershy was on the brink of a meltdown, muffling her mouth with both hands until she couldn't hold back anymore. Crying out loud, she wraps her arms around Twilight Sparkle and sobbed into her shoulder. Twilight was still in shock, but she embraced Fluttershy as well and lets her tears flow while both friends comforted one another.

Everyone was heartbroken. Listening to their cries was unbearable. Sunset lets them sob until the waterworks subsided, saved for Fluttershy who still poured and endless stream.

Sunset, Twilight, and a whimpering Fluttershy rejoined their friends and explained what they were told. All steam engines were being taken off Sodor and sent back to their factory of origin, where it'll be decided if they should be preserved or scrapped for parts. This was orchestrated by the Siren they fought from the past, Adagio Dazzle, who somehow regained her enchanted ruby pendant and stumbled upon the portal leading to Sodor. There, she took possession of Gerard Gisborne, a Railway representative, and had him remove steam traction from Sodor. With Thomas and his friends out of the way, in addition to capturing two of them, this allowed her to seize control over the North Western Railway and its diesel population.

Rainbow Dash, Pinkie Pie, Rarity, and Applejack were horrified. They expected the Siren to be much stronger now, but were still baffled over how she repaired her pendant after they destroyed it. What came as the biggest shock, however, was Edward and Henry's capture. The pressing fear over Edward, Henry, other steam engine's fate were too much to take. Though Thomas and Sunset tried reassuring everyone that Edward and Henry may not be leaving today, the fact that they weren't here to reunite with everyone was still a heavy blow to the Girls.

"This can't be happening," Spike said. "How could they just get rid of you; just like that?"

"Mr. Gisborne thinks steamies are out of date and wants to update our Railway with diesels," Thomas reflectived. "'Out with the old, in with the new', he said."

"All except you, apparently," Toby said. "He wanted to put Thomas in the Earl's Railway Museum."

"A railway museum?!" Some of the Girls exclaimed in unison.

"I still refuse to wrap my funnel around that," James complained. "What has Thomas ever done to earn a place in a museum?"

"Hey! I've done lots of things, James!" Thomas argued. "I run my own branchline for starters!"

"We've done remarkable jobs too," Gordon added. "Like how I conveyed the Queen herself to our Railway."

"Exactly," Emily said. "So, is it really necessary to scrap _every_ steam engine on Sodor?"

"This Mr. Gisborne fella sounds more like a case of rotten eggs if yah ask me," Applejack said.

"In deed," Rarity said. "Though I do suppose he's not entirely unjust for what he's trying to accomplish."

"Why's that?" Emily said, with arms crossed.

"One lesson I had to learn in the fashion industry is that change cannot be stifled. Things don't always hold the test of time, and new discoveries always enact new interests. If it's the type of change that streamlines a more modern future, than I'm afraid steam engines have found themselves in a bit of a rut."

"Are you saying we should just let them put us out of work?!" Thomas snapped.

"Those are our friends you're talking about," Percy joined.

"Ugh! That was not at all what I was implying!" Rarity said.

"It may be true that some of us weren't meant to last very long," Toby said. "But we've managed to prove ourselves time and time again."

"Yeah, but steam isn't exactly in use here anymore either," Rainbow Dash said. "Plus nobody ever talks about how great locomotives were."

"But if steam was still relevant in their dimension," Twilight theorized, "could their fluctuating time be inoperative? It might explain why they haven't caught up to our generation yet."

"Surely I meant no offence, darlings," Rarity corrected, "but that's just how nature works. Once a trend has run its course, it's left to be discarded for the next big innovation."

The Engines hung their heads. Was their time really up? Was Gisborne right in saying they were coming to an end? How did people on Sodor feel about this? Did passengers demand something new and more reliable too? Perhaps they were looking for something different, which is what led to the production of diesel and diesel electric. The Girls realized they weren't helping much to ease their worries, especially Rarity, seeing that her claims had only managed to upset her friends even more. The Girls didn't know what to do now. How do they fight back against a threat that's taken away half of Sodor's locomotives, that's historically setting new grounds for a new future?

Meanwhile, Fluttershy kept to herself, hardly saying a word during their discussions. She tried muffling her whimpers whenever Henry was mentioned. But everyone could still hear and see her sadness showing.

"I'm sorry about Henry, Fluttershy," Sunset went over and wrapped an arm around her. "There's still a chance him and Edward haven't left yet. Maybe they can still be saved."

Twilight Sparkle went over to Fluttershy who couldn't stop whimpering. Fluttershy whipped away her tears but more kept pouring down her cheek.

"Poor, H-Henry," She sniveled. "I just can't stop thinking about him. He must be so s-scared and worried. And a-all he wanted was be with mm-,"

Then she broke down crying again with her face buried in her palms. Twilight and Sunset tried comforting her the best they can. Gordon felt especially saddened. Seeing Fluttershy, and even Twilight still building up some tears, made him confess what went down.

"This is all my fault. Twilight, Fluttershy, I was in front while we were being chased by the diesels. One came out from a branchline and derailed Henry, which then prevented Edward from escaping."

Both girls listened, unsure how to feel until showing sympathy when Gordon continued reeling in his repentance.

"I tried hurrying as fast as I always have. But they outmatched us in every way. I wasn't fast enough. And now… and now I might've lost my friends too."

A small part in their sorrow wanted to point blame at whoever wronged them or the people they loved. But Twilight and Fluttershy, along with the rest of their friends, felt sorry for Gordon. Even Thomas, who stopped being mad at Gordon and blaming him for not going back.

Rainbow Dash couldn't bare seeing Gordon look so defeated. She then spotted something wrapped around Gordon's neck. It was the red, blue, and white ribbon of her track and field award medal she gave him. Rainbow Dash approached Gordon and took the medal off from around his neck.

"Do you remember why I gave you this?" She asked, holing it in front of him. "You earned this medal because you were able to pass me in our race. Not a lot of people can do that."

"But Gordon's not actually a person though," Percy said.

"Exactly," Rainbow Dash continued. "Yet he still managed to run as one even when he could barely take two steps without eating mud."

"Must you keep reminding me, Rainbow Dash?" Gordon grumbled.

"I'll always keep reminding you," She fired back. "Cause if you hadn't learned from those few falls, you never would've gained the speed you always had! And no amount of enchanted diesels can _ever_ take that away."

Rainbow Dash tossed the medal back to Gordon. Stunned at first, Gordon then examined what the engraving read. 'Congratulations: Rainbow Dash. First place for Track and Field'. Flashbacks rifled through his head. The falling, the training, the failing, the improvements, the successes, and passing on what he learned to Scootaloo; how he showed Scootaloo she can do anything no matter who or what you are. And she excelled all because Gordon learned and improved from his own setbacks. This impacted him the most, as he could hear Rainbow Dash's encouragement and teachings echo in his thoughts the more he stared at his medal.

And from remembering this, a grateful Gordon beamed from side to side. Rainbow Dash could see this too, and shot him a an encouraging smile. Gordon went up and embraced Rainbow Dash with a hug, much to her embarrassment as everyone smiled and giggled.

"Uh, he-he," She chuckled, patting his back. "Okay, Gordon. We get it. You can let go now."

Gordon does, now beaming with high spirits again. Though things still looked bleak, Thomas and the others were at least all glad that Rainbow Dash was able to cheer up Gordon again.

It was there upon sharing glances to one another that Rainbow Dash, Sunset, and the other girls made a decision, one that'll set them on a course they've never tackled in their lives since they started dealing with magic. Though the Girls knew they couldn't meddle with Sodor's affairs, Thomas and their others were still their friends. They knew above all their own judgement that standing by and watching everyone in their home get tossed away was not an option. Twilight, Sunset and the others were determined to do something. Especially Sunset, who was the first to step up.

"Even though you're not relevant in our world, or in yours, in fact, that doesn't mean we should just stand by and let the Siren roam free with all that power back at her disposal."

"Agreed," Twilight Sparkle said. "Trends come and go, but our friendships will never be discarded, no matter what anyone has to say about our friends from Sodor."

The girls all agreed and cheered, reassuring Thomas and the Engines once again.

"So, does that mean," Toby was quickly interrupted.

"WE'RE GOING TO THE ISLAND OF SODOR!" Pinkie Pie cheered, excitedly.

The Engines were surprised at first. Were they really going to Sodor? The Girls haven't even been to Equestria yet. How where they suppose to traverse Sodor and take on a magical Siren? The Girls didn't seem to care too much though, as some of them shared looks in agreement, knowing that this was what had to be done. If they're to stop Adagio Dazzle from ruling their dimension and save their friends, it was a massive yet necessary step to take no matter what lingering angst began to brew.

"Hold on a minute," Thomas asked. "You're actually gonna travel over to our Island?"

"How else are we gonna kick diesel butt?" Rainbow Dash boasted. "We can't anything from over here, so we gotta go there, and send the Siren and that Gisborne dude a message!"

"And that message being?" Spike said.

"That nobody with our friend's without hearing from us!" She announced, proudly.

"When Can We Leave?!" Pinkie Pie asked, excitedly. "Can We Go Now! I Really, Really, Really, REEEEAAALLLYY Wanna Go!"

Thomas chuckled, lightly. "Wow! All of you getting to visit our world? This is so exciting! Aw, I can't wait show you all our Railway!"

"Sorry, Sugarcube," Applejack said. "Y'all are gonna have to hang back on this one."

"Who said anything about staying back?" He argued.

"Its too dangerous for us, Thomas," Percy said. "At least they'll have their magic rocks to protect themselves."

"Maybe you should start heading out soon so you can rescue Edward and Henry on time," Emily said.

"Right After We Get Over The Fact That We'll All Be Transformed Into Talking Choo-Choo Trains As Soon As We Enter The Magic Railroad!" Pinkie Pie mentioned.

Although the thought of Edward and Henry being in trouble was still saddening, knowing that all their friends agreed to travel to Sodor had put the Engines at ease once more. But Twilight Sparkle wasn't so sure about the idea of entering another world and became just as apprehensive over the notion. Entering Sodor felt a little complicated and jarring, but Twilight still wanted to try anything to save her friends until a thought occurred to her.

"Oh, no! I just realized something. If we're gonna be dimension hopping to a train world, then," Twilight gasped. "I'm not prepared! How can we enter Sodor if none of us knows anything about locomotives!"

"Hey, If Sunset can manage being a train just fine," Spike said, "Then it'll be a breeze for the rest of you."

"We'll stick together all the way," Sunset guaranteed. "But let's worry about that later. We need to get going right away."

"But first!"

Rarity pulled out a wheeled clothing rack from nowhere. The rack had seven outfits on hangers wrapped in grey, garment cover bags. The Engines were curious and intrigued. She took off two bags and laid them on her left arm.

"To accommodate our new stylish outfits, now seems like the perfect opportunity to introduce my very own line up of clothes I made for our Sodor friends!"

"Wow, Rarity?!" Thomas said. "Did you really make new clothes for us?"

"I did! After your last visit, I found a new inspiration I just simply couldn't ignore. So, I went a head and whipped up a new wardrobe."

She went up and hands a bag to Thomas and Percy. Then Rarity moved on and handed out bagged clothes to Toby, Gordon, and Emily, all either unsure or curious to see what she made. Sunset and the others smiled and rolled their eyes with some crossed their arms.

"These styles may be a little plain to the common eye, but they've been coutured by yours truly to be exclusively distinctive. Something you'd think is often obtainable when really it's as unique and chic as any great fashion line up."

Lastly, Rarity happily gave an eager James his bagged outfit. James could hardly wait to try it on.

"Thanks, Rarity! And you're sure it's a splendid outfit?"

"Not to worry, James. I took the liberty in making your ensemble the most up to date. Ten times better than your last outfit I made, that's for sure."

James and Rarity quivered in disgust, remembering the outfit Rarity originally made for James to wear. Thomas looked over to the clothing rack and saw two more clothes bagged in garment covers. They must've been for Edward and Henry. Thomas tried stifling his dismay and turned back to face his friends, hoping they didn't notice the two lone clothing sets either. He kept reminding himself, to avoid appearing upset, that Sunset and her friends will fix all this.

Rarity giggled with excitement and turned to the other engines.

"Now, let's get the boys changed into their new outfits." She rested her palm on Emily's arm. "Emily, darling, you'll be coming with me. I'm going to make you irresistible!"

"Um, okay?"

Emily had no idea what she was getting into but went along with it anyway. Sunset and the Girls brought Thomas and his friends somewhere where they can change.

* * *

The Engines and Girls regrouped near the band room entrance. Thomas and his friends were now sporting new outfits, which they continued marveling over how well Rarity fashioned them in such a way that blends in with Canterlot, and yet still speaks to their interests. James especially was proud of his outfit, as he kept on showing it off to no end.

Thomas wore a sky blue, light weight, Henley pullover hoodie with a red, three buttoned, collarless neckline, hood interior, and a yellow number one on the side chest. A plain white, polyester undershirt. Dark blue cargo pants with black patch pockets. And red shoes with white laces, soles, and heelcap.

Percy had on a green, taped ringer shirt with a red train track pattern along the white shoulder tapes. A white baseball tee underneath with the red, visible raglan sleeves. Forest green, crosshatch, knee length shorts. And grey canvas sneakers with green lacings and the number six on the heelcaps.

James' outfit consisted of a high quality, slim fitting, white t-shirt with a crimson number five graphic printed along the chest. A red, casual, short sleeved button-down shirt with two front pockets and shoulder straps. Simple, black skinny jeans, and high-top shoes with red belt buckles.

Gordon fashioned a blue, V-neck sweater knit cardigan with black sleeves, white stripes across the chest, grey along the button line and pockets. A prominent, sky blue number four stitched along the back. A white, light weight, buttoned undershirt. Stretch track denim pants with white, double twill taping down the side seam, and casual running shoes with red lacing.

Toby wore a brown, lightweight cardigan with red toggle closures and a white number seven woven on the side shoulders. A tawny, crew neck pullover with some orange, windmill stitching pattern over a white, button down casual shirt. Dark grey cotton pants, and sandy brown, timberland boots. Toby still kept on his straw hat despite being given a new, dark grey beanie.

The Girls admired their new attires. They all complemented and approved Rarity's seem work and how well they looked in them. Seeing the Engines in their new clothes, as well as their excitement, made Rarity giddy, even more so knowing how down everyone felt.

"So, what do you all think?"

"I like it!" Percy said.

"Very comfortable!" Toby commented.

"Marvelous work!" Gordon said.

Each of the girls went up and examined their outfits some more.

"You've really out done yourself again, Rarity," Thomas said, examining himself. "These clothes are the best!"

"They sure are," Sunset Shimmer commented.

James blew his lips. "You all wish your clothes were as good as mine. Just look at me. I'm as splendid as I am back on Sodor."

"But your clothes barely have anything red on it, James," Thomas said, cheekily. "I can only see red on that unbuttoned shirt and a bit on your shoes."

"Rarity says this is the most stylish look right now." James continued posing, "And now it's even more stylish because I'm wearing it!"

Nearly everyone rolled their eyes while smirking. Emily was eager to show off her new look to.

"How about my outfit, everyone?" She asked.

Everyone looked over to her. The Girls and especially the Engines were impressed by what they saw, as Emily stepped up to the group.

Her emerald green hair was now styled in two, low pigtail buns held together with yellow hair ties. She wore a casual, long sleeved emerald top with a gold, lace up front shaped in a V-neck and a black camisole underneath. A dark green, pleated skater skirt with a chocolate colored blend beneath the pleats and gold lining along the hem. Red ankle high boots with chocolate colored welt and topline.

Emily giggled and twirled until stopping to pose in her new outfit.

"Pretty great, right?"

"Wow, Emily," James said. "That actually doesn't look half bad."

"You really think so?" Emily asked, a little embarrassed.

"Not bad for something that isn't red, eh James?" Twilight commented.

"Well, obviously not. But I suppose this style can work even for Emily."

Emily slouched in annoyance. "Gee, thanks."

* * *

Suddenly, walking down from the opposite end of the hallway, were three girls. One of them, Photo Finish, looks down the hallway and noticed the Engines and their new outfits. Photo Finish's voice caught almost everyone off guard.

"Shtop! Hold that pose!"

The next thing Thomas knew, Photo Finish was rushing over to inspect him from head to toe. Thomas had no idea what to think or who this girl was, who proceeded to spread and stretch his arms out."

"Um, hello," Thomas said, politely.

"Ja, ja! Ze style, ze blend, ze execution! Just what Photo Finish is looking for!"

"Oh," Rarity felt complimented. "Why thank you. These are all my designs that I-"

"Shtyle!"

Photo Finish snapped her fingers. Her two assistance, Violet Blurr and Pixel Pizzaz, pulled out softbox lighting kits, blush brushes, and other equipment. The Girls were surprised at first. Thomas and the rest of his friends had no idea what was about to happen until Photo Finish whipped out her 3000mm lens camera, and began taking pictures of all the Engines.

Pixal Pizzaz went up and added blush to Thomas' face while Violet Blurr held a softbox light over him. Photo Finish took many pictures of Thomas, who was still startled by her flashing camera.

"That's it, That's it! You are a regular high skool student, minding his own high skool student business! Pay no attention to the flashing kamera and light sources boiling your pores!"

Photo Finish then moved on to Gordon, Emily, Percy, Toby, and James, nearly blinding them with her camera's flashing lights. Her two-assistance touched up their faces and held soft boxes over them too.

"Yes! No! Yes! No!"

After a while, Thomas and the others quickly grew to enjoy having their photo's taken. James was already on board with it all as soon as he saw the camera and professional equipment, and was looking forward to his turn. Pixal Pizzaz touched up his blush and brushed his medium length, wavy black hair before Photo Finish began taking his pictures next. He posed in various styles, reeling in all the attention and snap shots capturing every stance he took. The Girls just stood and watched, smiling and snickering to themselves a little.

"Now, all together!" Photo Finish instructed.

The Engines shared a glance and shrugged.

"Come, come, hurry while the inspiration is still in ze air!"

Thomas and his friends gathered together in a big group in front of Photo Finish and her camera. The Engines posed and smiled, waiting for her to take a shot. But upon looking over and examining the Engines, the muse that swept Photo Finish minutes ago suddenly faded.

"Dah! This is not perfection! Ze style is there, but ze kemistry, is not!"

"What's a kemistry?" Percy asked.

"I don't know, Percy," Thomas said. "Twilight, do you know anything about kemistry."

"Only a lot," she said. "But I don't think that's what she means by chemistry."

"I cannot work with this. I go!"

Photo Finish then storms off with her chin to the air. Violet and Pixel pack up their equipment and follow her. James chased after them down the hall until coming to a stop.

"Wait!" James pleaded. "Come back! You haven't finished taking more pictures of me!"

But the three girls payed no mind as they disappeared down the halls. James slouched, then angrily looks back at his friends with a pouty lip. Thomas and some of the engines smiled sheepishly while the Girls kept snickering. The Engines soon joined in, laughing about the sudden photo shoot they were dragged into in general. But as the excitement and tension faded, the Engines were now deciphering what Photo Finish meant by chemistry.

* * *

After a while, the Girls and Engines left the school and walked out onto the courtyard over to the Wondercolt Stature. But as they arrived and stood by the statue's base, Juniper Montage showed up and approached the group while waving.

"Hi, guys!" She greeted.

Sunset was almost shocked. The other girls were just as surprised. They haven't seen Juniper in a long time. Having never seen this girl before, the Engines didn't know what to make of her. But she seemed to know the Girls, and they knew her by looking at their expressions.

"Juniper!" Sunset said, nervously. "W-what are you doing here?"

"I asked my boss if I could have some time off. So now, I have the rest of the week to hang out with you and your friends. Isn't that great?!"

"You did?!"

Then, Juniper got a look at one of the engines, and curiously leaned over a bit to see who they were. Sunset wasn't sure if Juniper should know about Thomas and his friends, and signaled Twilight and the others to keep them a secret. Despite not knowing what the big deal was, the Girls agreed and stood by the engines to block them from Juniper's view.

"Oh, I mean, that's great! I'm glad you finally found time to hang with us. Except, now's not really a good time. We've just made other plans to-"

Sunset couldn't keep Junipers attention for long, however. Juniper looks over Sunset's shoulder and notices Thomas, wondering who she was and how Sunset seems to know her.

"Who are they?"

"Oh, them. Those are just some friends from out of town."

"Is one of them that 'special friend' you told me about," Juniper teased, then went up to Thomas. "Looks like he decided to pay you a visit instead, Hmm?"

All Sunset could do was watch nervously as Juniper approached and stood in front of a grinning Thomas, who was interested in meeting this new friend of Sunset.

"So," Juniper smiled. "I take it your Sunset's long-distance friend? I'm Juniper Montage. Nice to meet you!"

"Hi, Juniper!" Thomas greeted, kindly. "It's nice to meet you too. Are you a friend of Sunset's? How long have you known each other for?"

"Just for a little bit," She said, trailing off.

The more Thomas spoke, the more Juniper felt something familiar about him. At first, she wanted to ignore it and simply move on to meet the other people present. But as she inspected him up close, and the number one he bared, Juniper couldn't ignore her inclination to know why this boy sounded so recognizable. She didn't know what it was about him, but she had to know.

Before Thomas could introduce himself, Juniper decided to inquire her suspicions.

"Oh, by the way-"

"Wait… Say that again?"

"Huh? Say what again?"

"What you just said."

"… 'Say what again'?"

"No! The other thing. Say hello to me again."

Thomas was confused. So were Sunset and the others, all looking at each other and scratching their heads. Thomas complied despite how odd this introduction was going so far.

"Um. Hi, Juniper, it's nice to meet you?"

Junipers eyes widened.

"Thomas?"

* * *

 **To Be Continued.**

* * *

 **Whatever it is you're thinking, no, that's not where this story's going. Unless you're not thinking it, in which case you may be right. The last section you just read may not make sense now, but that's why there's another chapter after this. And even though it will explain what that last response means, I'm not entirely sure how readers are gonna react to the idea I have planned for it. Let's just get any confusion out of the way for now, in case some people are still thinking it. No, juniper is NOT originally from Sodor and Thomas' isn't from Canterlot. That would just be too outlandish.**

 **I'm still keeping everything grounded to the two shows as much as I can (With the exception of recent chapters of course, lol) But I also like to experiment and add my own twist to these two shows too. Not a lot that impacts both mediums canonically, but enough that adds new ideas and themes neither show I think have explored yet. You'll find out right away once the next Chapter comes out. Until then, hope to see y'all next chapter!**


	7. Chapter 7: The Thomas Museum

**Okay! Let's see where this goes! A** **lot of readers are likely gonna point out and draw comparisons to a certain Pixar film with a similar premise. While I can say at face value that's what you might end up seeing, what I have in terms of where it's going and the message it reflects are completely different. One of it's encompassing themes is basically a reflection of fandoms as a whole. How we embrace it, how it impacts us, and how different passions can change over time due to shifting feelings towards something we love. So, it's not gonna be the same deal as that movie, pretty much. Anyways, keep telling me how it's too similar to another movie even thought I vaguely explained it won't be.**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 7: The Thomas Museum**

Everyone's jaws collectively dropped. Their eyes widened in disbelief, Thomas' especially. How did Juniper Montage know his name?

"It can't be," She said, inspecting him with as much disbelief. "Can it?"

"H-how do you know my name?" Thomas asked, speechless.

Juniper gasped, excitedly. "It really is you!"

Everyone shared confused, collective glances to one another, trying to decipher this. Sunset Shimmer and her friends didn't know what to think. Neither did the Engines, who've never even seen this girl before and wondered how she knew their Canterlot High friends. Juniper became giddy.

"Oh my gosh! Oh my gosh, oh my gosh, oh my gosh, oh my gosh!" She began hopping with arms pressed against her chest. "I can't believe it! Is this for real?! Are you actually him?!"

"Uh, Juniper," Twilight Sparkle said. "What are you taking about?"

Juniper scoffed. "Don't you all know who this is?! It's Thomas the Tank Engine!"

She squealed and giggled with joy.

"What?!"

The courtyard was an echo of everybody shouting out the exact same response.

Thomas was a little freaked out. Juniper Montage knows his name; someone he hasn't met yet that wasn't from his world. Thomas and the others couldn't think of any other explanation as to why she guessed his name right off the bat. This was just as strange for the Girls. Did she hear about the Engines during their time at Canterlot High?

"But wait," Juniper said. "You're not real. So, how are you here? And why are you a person? Unless... The portal!"

She ran over to the Wondercolt Statue, swirled her hand inside the portal leading to Equestria then took it out.

"You're from another world, aren't you? Just like Sunset Shimmer. Which means," She gasped. "The Country of Sodor is real and you're a real talking engine?!"

"Now hold on a minute there, Juniper," Applejack said. "Just how in hay do you know Thomas and Sodor for that matter?"

"Am I really the only one who watched Thomas & His Adventures From Sodor here? Don't you hear his voice? It's like it was ripped straight from the TV screen."

"What do you mean, Juniper?" Thomas asked.

"I watch your show like all the," She quickly corrected herself and bashfully hid her arms behind her back. "I mean, I-I use to watch your show, every Saturday morning when I was little."

"My show?" Thomas eyes widened. "I have a show?! Like a performance?"

"No, no, a TV show. You know, moving pictures on a small box?" She turned to the Girls. "Sunset, why didn't you tell me it was Thomas and Sodor that you were thinking of visiting?"

The Girls started becoming suspicious. There were only very few people in their world that they've told about Thomas really being a tank engine, and Juniper wasn't one of them. 'How much else did she know?' What if Juniper was up to something? Both Sunset and Twilight suspected her excitement might lead to trouble. Now that she was catching on, there was no telling who else she might share this with. They had to maintain this secret. Sunset nodded to Twilight upon realizing this.

"Um, Juniper," Twilight tried correcting. "Thomas is obviously just a friend from out of town; like Sunset said. Why are you mistaking him for some fictional, television character?"

Juniper snorted in her giggle.

"Oh, you can't fool me. I know its him. And he's not just any television character, he's _the_ famous Thomas The Tank Engine." She wrapped an arm around Thomas. "The star of his very own, beloved children's cartoon from my childhood!"

The Engines and Girls were still baffled to no end. No more than Thomas was, who couldn't wrap his head around what Juniper's been saying. The star of his own kid's cartoon? How was it that his world is now somehow intertwined with Sunset and Twilight's dimension in a bizarre way, by finding out he's apparently a famous cartoon character. Neither of his Canterlot High friends seemed to know of this show's existence either, as they themselves were in need of some clarification.

"Okay, hold on," Sunset said, still trying to process this. "I have _a lot_ of questions."

"I second that," Twilight Sparkle chimed.

* * *

The Girls and Engines tried clearing some confusion by filling Juniper Montage in on Thomas and Sodor. They explained that the Engines are in deed from another world, and how they met Thomas at Canterlot High when he came to stop Sodor and their school from being destroyed. Everything from Thomas' world seemed to almost match everything Juniper shared about his television show. The talking trains, Sodor, and the adventures they shared were all spot on. The Engines were just as surprised. They too thought their world and Canterlot High were completely different, how the only connection they had was the Magic Railroad. Even though Thomas and his friends having their own show was cleared up, it still begged the question of how it came to be in the world of Canterlot. Who came up with Thomas, how did his show become so famous, how is it so accurate to what happened in their reality?

"Oooohhhh, Wait A Minute," Pinkie Pie chimed. "I Know What She's Talking About Now."

"You do?" Rainbow Dash asked.

"Of Course! Thomas & His Adventures From Sodor! I Use To Watch That Show When I Was Little! They Literally Played It Like AAAALLLL The Time."

Everyone stared at Pinkie Pie in pure bafflement. Why did she not bring this up when they all first met Thomas? Her interactions with him suddenly made a bit more sense. Pinkie Pie saw everyone looking at her and shrugged with confusion.

"What? I Don't Watch It Anymore. But I Do Have Super Douper Fond Memories Watching It! Like That One Episode Where Thomas Went Fishing But Ended Up Getting Fish Stuck In His Water Tank!" She giggled. "Or When Thomas Raced Bertie To See Who Was The Fastest!"

"But those actually happened!" Percy said. "At least in our world they did."

"How do people here know everything we've done though?" James asked.

Hearing their voices, Juniper turned to the rest of the Engines with her jaw dropping.

"Oh. My. Gosh! Your friends are here too!" She hopped and squealed.

"Ugh, could someone please calm her down," Gordon said, with his ears shut.

"Sorry, Gordon," she said, bashfully. "I mean, you're Sodor's big and strong Express engine after all. How could I not get excited over meeting you all in person?"

"Oh, well. I guess you were right to call attention to my greatness," Gordon boasted, flattered by her compliments. "And I am rather strong, aren't I."

Juniper then went up to all the Engines and introduced herself.

"Yup. I remember all of you alright. There's Toby; the wise tram engine."

"Oh!" Toby was flattered too.

"Then there's Percy." Juniper pinched his cheek, "The cute one."

Astounded at first, Percy then giggled and held his cheek when Juniper moved on.

"Who could forget James the splendid red engine?"

James was about to boast until Emily permitted him.

"Don't even start, James."

"Uh, Emily, right?" Juniper asked. "Sorry. You were introduced way later in the show, so it's kinda hard to remember."

"That's... okay," Emily didn't know how to feel. "Anyways, it's nice to meet you, Juniper."

"Same! I really do need to catch up on the episodes you've been in. You seem like a pretty good engine."

Emily smiled in response while Juniper looked around upon noticing something missing.

"Well, that just leaves Edward and Henry. Are they back on Sodor?"

Twilight and Sunset shared worried glances.

"We might as well tell her," Sunset said.

"Tell me what?"

"They are on Sodor," Twilight said, dejectedly. "We just don't know for how much longer."

Sunset approached Juniper and wrapped an arm around her. She explained everything going on with the Island of Sodor's current state. Juniper was surprised. She was already shocked to hear that Sodor was a real place in another dimension, but hearing it was currently under the rule of a magical Siren made her even more so. Everything taking place over on Sodor hasn't been portrayed yet in this world's the cartoon. Juniper thought why that is, since everything else she's seen from the show had already taken place in their world based on what Sunset and Thomas disclosed. She was extra shocked to hear about Edward and Henry.

"Oh, no!" She said, now worried too. "Are they gonna be okay?"

"We don't know," Sunset said, uncertain. "That's what we're on our way to find out."

"What about Sir Topham Hatt? He wouldn't have them _all_ sent away, would he? He loves his engines."

"Sir was replaced with some guy who as a thing against steam engines," Emily said.

"We still don't know what intentions the Siren had for doing any of that though," Toby said. "Perhaps she figured diesels are more rough and tough, allowing her to consume more negativity."

"This is sounding more like a trap to me," Sunset theorized. "What if she's just using our friends as bait to lure us over to Sodor? Maybe that's why she sent Diesel to Canterlot High. Cause she knew he'd spill the beans about their world."

"Wouldn't she had to have known of our affiliation with Sodor in order to implement something so elaborate?" Twilight asked.

"She must've been on Sodor for quite some time then," James added. "Maybe she heard about you through us?"

"This is terrible!" Juniper gripped her hair. "If something happens to Sodor, who's to say the show won't come to an end along with it?!"

She stopped freaking out and looked over at The Girls raising a brow and crossing arms over her statement.

Juniper smiled sheepishly. "But, you know, that's not what's important."

But even the Engines and Girls all pondered for a bit over the possibility.

"Has anything involving the Magic Railroad ever occurred on the show before?" Twilight asked Juniper.

"Oh, right." She rubbed the back of her head, "Yeah, we don't talk about that, actually."

"You sure know quite a lot about us, huh Juniper?" Thomas said.

"Guess you could call me an avid fan," She smiled. "Even though some kids kinda made fun of me for liking a show mostly aimed at boys. But what can I say? I know what I like."

"Well, I don't remember seeing any Thomas cartoon growing up," Rainbow Dash said.

"Me neither," Fluttershy said.

"Surely, any one of us would've at least heard of the show if it was that popular," Rarity said.

"Nobody ever talks about old shows that aren't mainstream or relevant enough," Juniper explained, fooling around on her phone. "Not unless they're being made into an upcoming movie that is!"

Juniper Montage whipped out her phone and held it in front of Thomas. Twilight, Sunset, and the others squeezed in to see what she was showing him. It was a movie poster for an upcoming Thomas feature film. Sunset immediately recognized it as the same poster she saw during her visit to the movie theater.

"That's what the poster was for?" Sunset said, stunned. "They're seriously making a Thomas movie, in our world?!"

"Wow! Can you guys believe it? Our own movie." Thomas chuckled, now a bit more excited, "I'm getting my own movie!"

"And guess what else?" Juniper encouraged. "My uncle is the film's director!"

"Canter Zoom is directing Thomas' movie?" Fluttershy said.

Juniper nodded. "It's gonna be huge! This is like the first time in forever they're making a true adaptation since-"

Thomas tuned out most of what Juniper was saying. He was only growing more and more excited over the idea of him being a famous television icon. Listening to her go on about his movie, Thomas stopped seeing his existence in this world as strange, and started becoming invested over the possibilities. How famous was he? How famous could he be with this new movie coming out? The Engines were still a little indifferent. They didn't really understand the whole concept of a movie that much and what the big deal was surrounding the show's supposed renaissance. It also seemed like Thomas was getting all the fame and attention out of it, which marked them with a little disdain towards the show.

"This is all so amazing! When's my movie coming out, Juniper?" Thomas asked. "I really wanna see it!"

"Your movie?" Gordon said in disgust. "We're in it too, you know. Having you as the lead star and your name in the title doesn't make the show or film just about you, Thomas."

"The movie isn't out yet, unfortunately," Juniper confirmed. "They've been behind schedule since the guy who was suppose to voice Thomas walked out on the film."

"Oohh, Juniper," Rarity said. "You should ask your uncle to give Thomas a part in the movie. Obviously, the starring role as himself is just too perfect of a casting choice to pass off."

"I'm not allowed on his movie sets anymore." Juniper crossed her arms and glared in annoyance. "Remember?"

Rarity and the other girls quickly retracted their suggestion, feeling a little embarrassed for bringing it up. Sunset Shimmer spoke to deviate the awkward silence.

"Well, as interesting as it was learning Thomas apparently exists as a cartoon character in our world, we should really start heading over to Sodor."

The Girls agreed, and went around saying their goodbyes to the Engines, sharing hugs and wishing each other good luck on their journey.

* * *

After their farewells wrapped up, Sunset approached Thomas next and gave him a set of keys.

"Here. You guys decide on who sleeps where. Just as long as you don't mess up my house, and make sure Ray is fed."

"Thanks, Sunset!"

"Y'all are more than welcomed to stay over at Sweet Apple Acers again too," Applejack offered to Toby. "Even texted Big Mac and asked if he'd mind givin' yah a ride to wherever you need."

"I am not sleeping in that old shed again," Gordon said. "I could still feel the cramps I got from laying flat on that filthy floor even when we returned home."

"Well, I on the other hand, would love to stay at Sweet Apple Acers again, Applejack," Toby said. "Count me in!"

Fluttershy suddenly gaped. "Oh no! I just remembered. What about the Crystal Race? We completely forgot about it!"

The Girls shared worried glances, now finding themselves in a bit of a pickle. They've been prepping for the Crystal Race for quite a while. With the new dilemma their Sodor friends are in, the Girls were too occupied to remember that they had a competition to compete in this week. The Girls didn't know what they should do. But Sunset did.

"Saving our friends is way more important," She finally said. "Their home is in danger. Including ours if the Siren has her way. Crystal Prep will just have to find another school to compete against."

Twilight and the others agreed without a second thought. Despite their concerns for Crystal Prep's fundraiser, their concerns over their friends greatly outweighed anything else at the moment.

"Thomas," Twilight Sparkle informed, "please tell Principal Celestia the news about your home, and that we won't be able to attend the Crystal Race because of it."

"What's a Crystal Race?" Thomas asked.

"A charity event Crystal Prep Academy's hosting. They asked us to participate in a series of games against their best students, the Shadowbolts, and raise money for better schooling across Canterlot."

"I didn't know there was another school around here," Gordon said.

"We were sorta hopping you wouldn't have to," Fluttershy slouched.

"Don't worry, Twilight. I'll be sure to tell Principal Celestia all about it." Thomas then paused for a second and pondered an alternative idea. "Unless..."

"Unless what?" Sunset asked, raising a suspicious brow.

"What if my friends and I took your place?!"

The Engines all looked surprised, especially the Girls. Given their lack of knowledge concerning their world and how it works, Thomas and his friends wouldn't be able to win a single round against Crystal Prep, especially against the Shadowbolts. Twilight and her friends knew all to well they would give their Sodor friends a rough time.

"No way," Sunset waved her arms in dismissal. "Absolutely not."

Thomas thought it was a good idea until seeing disapproving expressions from Twilight, Sunset, and their hesitant friends.

"Huh? Why not?" Thomas said, a little disappointed.

"Because some of us don't wanna get our new clothes dirty, Thomas!" James said. "Besides, who asked you to get us involved?"

Applejack groaned. "More importantly, the Shadowbolts aren't exactly the friendliest of competitors. They'll tear y'all a new one even by simply takin' a single step on their big fancy playin' field."

"These Crystal Prep people don't sound that intimidating to me," Emily said.

"They're Like Super Competitive!" Pinkie Pie said. "Dean Cadance May Be Their New Principal Now, But Those Crystal Preppers Sure Like Taking After The Last Principal Who Ran Their School."

"They're not too bad anymore," Twilight reasoned. "The Shadowbolts have even learned to water down their competitiveness. Still, I can't imagine you'll last very long in a heavy-handed competition."

Rainbow Dash scoffed. "Sure, they can! It's just a charity event. Thomas and our friends can totally handle the Shadowbolts."

Sunset rested a hand on Thomas' shoulder. "I know it's just a charity event, but knowing Crystal Prep, it's gonna feel more demanding than it needs to be."

"It won't just be physically challenging either," Rarity said. "Crystal Prep has a reputation. Science, mathematics, athletics, welding; things you and the others have a major disadvantage in."

Sunset rested her other hand on Thomas and tilted her head while speaking sincerely to her friend.

"Maybe don't put yourself or your friends through that. Promise not to get involved, Thomas. 'Kay?"

Thomas' head fell in disappointment. Competing in a charity event sounded like fun to him. But he was true to his word either way.

"Alrighty, everyone," Applejack said. "The Siren ain't gonna defeat themselves. Let's saddle up and mosey on over to the Island of Sodor."

"Wait!" Twilight said, skimming through a book. "I haven't finished memorizing the basics in my 'Everything you need to know about locomotives' book!"

But Sunset Shimmer took the book and tossed it away. "Guess you'll have to take a page out of mine and learn on the field."

"Hey! I'm coming too, aren't I?" Spike asked, after hopping up and down to get Twilight's attention. "Never know when you might need a trusty companion by your side."

"Of course, you're coming, Spike!" Twilight picked him up and scratched his belly. "I wouldn't go anywhere without the best canine companion I ever asked for."

Twilight scratched a happy Spike until the Girls rallied around her and Sunset, all ready to start their new Journey.

"Come on, girls!" Twilight exclaimed, trying to sound bold. "We've got a world to save!"

"Again," Rainbow Dash smiled with amusement.

Everyone gathered over on the eastern side of the Statue's base. The Engines said one last goodbye and waved at each of their friends about to leave their home of Canterlot, and Journey to another world they've never been before. Half the Girls were a bit excited in deed despite some apprehension. The only one whose been on the other side of this portal was Sunset. They've never even been to Equestria yet. If anything, their journey to Sodor might be their first step to crossing over onto another dimension.

"I'll go first," Sunset volunteered.

Entering Sodor was almost a breeze for her. Sunset still stood, took in and exhaled a breath in preparation. Then, pressing her hand against the surface, Sunset seeps into the portal and onto the other side.

"You next, Twilight," Rainbow Dash offered.

But Twilight, nervously hugging Spike, was still a bit apprehensive to enter at first. She had never been to another world before. And while this was an exciting breakthrough for someone intrigued by otherworldly anomalies, crossing over into other dimensions was only ever explored in a theoretical sense.

Twilight chuckled, nervously. "Okay. Here goes… know what, why don't we let someone else go in first?"

Suddenly, with the combined effort of Rainbow Dash and Applejack, both girls pushed Twilight and Spike into the portal and wiped their hands off.

"My Turn!"

Pinkie Pie shuffled through her friends and cannonballed into the portal.

"WHEEEEEE!"

After watching Pinkie dive in, Rainbow Dash and Applejack smiled and shrugged. Then the two friends stepped inside the portal. Fluttershy was also nervous to enter, as she pressed her arms against her chest and whimpered.

"Come, Fluttershy," Rarity said, boldly. "Our friends are counting on us. Henry and Edward are counting on us."

Fluttershy knew she had to go in eventually, and the mention of Henry motivated her to take a few cautioned steps towards the Statue's Base. Rarity gently took Fluttershy by the hand and guided her into the portal until both friends were no longer on school campus, leaving Juniper, Thomas and the other Engines to themselves.

"Wow!" Said a giddy Juniper. "And to think, on the other side of that portal is where the Country of Sodor lies."

"Um, I'm pretty sure you meant Island of Sodor," Toby corrected.

"So, what are we gonna do while they're busy saving our friends?" Thomas said, looking back at the others.

Juniper came up with an idea. "I know! The museum opened a Thomas exhibit for a limited time to promote the movie. Wanna check it out?"

"That sounds like a great idea," Emily supported. "At least we might understand how we're represented in this world a lot better by learning its history."

"Me too!" Thomas said. "Can we go now, Juniper? I really wanna see what the museum has."

It was no question Thomas definitely wanted to go. Seeing nothing else they could do for the time being, the Engines were all on board with the idea and agreed to go as well. They decided to wait and inform Principal Celestia about the Girl's whereabouts later.

"Of course." Juniper Montage then beckoned them to follow, "Come on, I'll take you there."

The Engines murmured in excitement as they headed out to the museum with Juniper Montage. Meanwhile, Thomas went to check up on Percy, who was still in a blissful trance with his hands pressed against his cheek.

"Percy?" Thomas asked. "Are you okay?"

"I'm the cute one!"

* * *

Juniper, Thomas and the Engines arrived at the museum and entered the hall where the Thomas exhibit was set up. In front of them was a long hallway that stretched down to another space with more relics on display. The hallways were painted in a sky blue, with the museum lighting fixture brightening and accentuating a playful, innocent atmosphere. And the floors were covered with carpets to resemble railway tracks. Many people, parents with their children and many more, occupied these spaces and observed the exhibits.

"Gentlemen and Lady," Juniper announced. "I give you; the Thomas exhibit."

The Engines were already captivated by the bright colors. Thomas, upon entering the hall, was completely speechless over this massive gallery, all showcasing merchandise stylized and designed in sky blue coloring with some occasional red and yellow accents and details.

To their left and right where the exhibit items placed behind plexiglass windows. They were displayed inside built-in, recessed wall cases with yellow interior illuminated by LED lighting. Underneath these exhibits, inside glass tables or mounted on a free wall space, were didactic panels detailing Thomas' merchandising history.

Juniper Montage eagerly followed Thomas, watching his reaction unfold as he, Percy, James, Gordon, Emily, and Toby made their way past these exhibits, blown away by the displays. And indeed, there were many items on display.

There were children's story, magazine, and coloring books of different sizes, shapes, and illustrations, along with coloring crayons & cases. There were also cutlery utensils, dinner plates, bed sheets, pillows, carpet rugs, bath towels, backpacks, and clothing ranging from different ages. Everything bared Thomas and his friend's name and images everywhere he looked.

"This is all me?" Thomas thought out loud.

He saw piggy banks, plush dolls, autocollant stickers, jigsaw puzzles, plastic drinking cups with attached straws, lunchboxes, yo-yo's, bouncing balls, alarm clocks, remote control toys, music boxes, walkie talkies, chunky plastic toys, viewmasters, calendars, sand pails with shovels, battery playsets, storage boxes & bins.

There were Thomas shaped bed frames, storage chests, lamps, whistles, plastic & cushioned chairs with their faces plastered on front, including stools, desks, nightlights, bicycles, walk & push strollers, and wall papers with cartoonish illustrations of Thomas and his friends riding on different tacks, bridges, and parked near stations on Sodor.

Thomas then entered a circular space with more merchandise and Thomas related items on display behind plexiglass cases positioned against the walls. Then Thomas saw, to his gasping surprise, a rather large, bronze statue of his cartoon counterpart in the center of the circular area. Thomas stepped closer and closer to the statue, stunned by the mass of it. Thomas had no words. All this was unlike anything he could ever imagine to be possible, and he's traveled to this dimension from another through a magic railroad.

"Wow."

Looking around at all the other exhibits, Thomas noticed one case with a few Canterlot trade magazines, some with his cartoon counterpart pictured on them. A magazine that caught his attention was one depicting a photo of four people on the front cover. One of these people was a rather old man with marigold eyes, melon orange skin, white brown hair tied back in a low pony tail and a patchy beard. There was also another man with a chestnut brown beard and a woman with small, lemon yellow hair. All three stood around another older man, with bronze skin, platinum hair, and sky-blue eyes, sitting on a chair while holding a small Thomas model on his lap.

Thomas tried to process everything while observing the exhibit. He could hardly believe that in another world he was a famous children's show character. People must've really liked him this much to have made this many stuff around him. Gordon, James, Toby, Percy and Emily were enjoying the visit too, but were rather frustrated over seeing nothing but Thomas items and not a lot with either of them on display.

"Hey! Where are my toys and bed sheets?" James asked. "All I'm seeing is Thomas everywhere."

"Don't we get anything from this show too?" Gordon said.

"I don't see anything with me on them either," Emily said, a little disappointed.

"I found my display!" Percy giggled.

He was over by a wall with nothing but Percy themed items, pressing his face and palms against the glass and admiring the various merchandise with his cartoonish image on it. Some of the engines sighed in annoyance and walked off, eventually finding their own character themed exhibits, albeit a small display of such. Some where okay with what they saw, like Percy and Toby, but James, Gordon and Emily felt they should have an equally bigger exhibit too. The circular exhibit space with the bronze statue also displayed cases showcasing video cassettes in their original sleeve covers, illustrated postcards of each engine, booklets promoting various toys, large cardboard cut outs promoting the show, and many more.

There was also a video monitor behind a plain window with two buttons on a table. Juniper Montage went up to this table. She looked back at Thomas, still looking at the magazines and postcards, and pressed one of the buttons.

Suddenly, the TV monitor flashed on.

"All aboard to new destinations!"

And with that, a rhythmic chuffing followed by a train whistle going off. This caught Thomas' attention, as he looked over his shoulder to see the familiar noise coming from across the room. He then makes his way over as a simplistic, upbeat music starts to play. Smiling, Juniper stood and watched Thomas' curiosity draw nearer to the video playing.

* * *

The TV monitor was playing his show's opening theme. The screen's static overlay focused on a blue engine wheel circling in motion, before zooming out to reveal Thomas the Tank Engines in all his televised, cartoonish appearance, puffing down the Mainland of Sodor with his two coaches, Annie & Clarabel.

[ _"It's Thomas the Tank Engine. Hip, hip, hip, hip, hooray!"_ ]

Thomas was curious in deed as he arrived at the display, squinting at the TV screen while the video continued playing. Children were singing at a train station, waiting for the train's arrival. The televised Thomas rolls up along the platform and whistled with a beaming grin.

[ _"Chugga-chugga, chugg, chugg, chuff, chuff, chuff. He rides along the way. And when you hear that whistle, it can only be one train._ ]

Children boarded Annie & Clarabel while exclaiming their love for the televised Thomas, who winked at the audience. Thomas was impressed so far.

[ _Our favorite little engine, Thomas is his name!"_ ]

Televised Thomas soon puffed out of the station with the singing children, rolling along the railway with bright, beaming, tinting colors radiating the background.

[ _"Thomas the Tank Engine rolling along, (whistling). All of his friends will be coming along. Thomas, we love you."_ ]

Televised Thomas passed by many landmarks of Sodor and tooted his whistle at everyone he saw. He chuffed over bridges, greeting Bertie the Bus, through dark tunnels, emerging to spot Harold the Helicopter flying in the sky, and along the countryside of his branchline where Terence the Tractor plowed fields on his caterpillar tracks.

[ _"He's a really useful engine with a heart that's big and strong. He chugga-chugga, chuff-chuffs working hard, helping everyone. Thomas, he has lots of friends and you can be one too."_ ]

After the singing children clapped to the song, Televised Thomas uncoupled from Annie & Clarabel and continues chuffing on with a beaming smile.

[ _"Just clap, clap, clap and sing-along; 'Thomas, we love you.'"_ ]

Title cards appeared on screen next to other engines Televised Thomas passed while eagerly saying hello to his friends. He greeted Gordon the Big Strong Engine, Henry the Green Engine, Edward the Blue Engine, James the Splendid Red Engine, Toby the Tram Engine, & Percy the Small Green Engine, all tooting their whistles in return.

[ _"Thomas the Tank Engine rolling along, (whistling). All of his friends will be coming along."_ ]

Now with a shiny metallic paint job, The Televised Thomas, rode down a long stretch of track on a red backdrop with his coaches Annie & Clarabel, now attached to him again.

[ _"Thomas, we love you! Thomas, we love you!"_ ]

Thomas grinned and beamed as bright has he ever could, full of serenity over the video proclaiming their proud fondness for the little blue tank engine. Nobody back on Sodor had ever shown this much admiration for him, or praise for how great they saw him as.

[ _"Thomas,_

 _We love you!"_ ]

The video ends with Televised Thomas riding off into the sunset across a mountain range. He pulled his two coaches near a lake of water, tooting his whistle until if fades out in the distance, along with the sun setting in the distance.

* * *

 **To Be Continued.**

* * *

 **Music Used: "Thomas' Anthem" From Thomas & Friends.**

 **Composers: Mike O'Donnell & Junior Campbell.**

 **Copyright Ownership: HiT Entertainment™, Mattel, Inc.**


	8. Chapter 8: Journey To Sodor!

**Synopsis: The Girls have arrived on Sodor! But with a new world comes a drastic change that could either be beneficial or a hindrance.** **Who will have the most trouble, and who will ride during their first visit ever to the Island of Sodor?**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 8: Journey To Sodor!**

The Vicarstown Dieselworks is a repair yard that specialises in diesel engines, located in a desert-like area not far from Vicarstown. Its junction housed many flat surfaced tracks, all of which circled around the yard, overlapped each other, and cut past any warehouse on site. Four main tracks took up the middle junction with three leading to the main building, one to the five-road shed with a turntable to accommodate the diesels, and one branching off from the main set towards a small, smelting warehouse that serves as an extension to the main Dieselworks building.

BoCo emerged from the Main Building after a quick check up when he spotted a train of diesels enter the yard on a single lane. The pack of diesels were hauling two steam locomotives, steamies BoCo instantly recognized and smiled upon closer inspection.

"Edward!" He said. "My old friend."

He scurried over to the train and stopped next to Edward. BoCo reversed along with the diesels still hauling Edward and Henry.

"BoCo?" Edward said, surprised. "Is that you?"

BoCo was relieved. "I was beginning to think I wasn't gonna run into any of you. But, uh, what brings you to the Dieselworks?"

"BoCo, you have to help us. There's an engine that's taken over the diesels. She's out to get rid of all steam engines."

"What? What's all this about?"

BoCo then spotted Henry, looking just as worse for wear. He had scuffs on his buffers, and scratches and dust on the right side of his paint. Both him and Edward were syphoned of their water and deprived of coal. Their tenders were completely empty.

"Henry?" BoCo said, stopping in place.

Henry was too downcast to say a word. The diesels took Edward and Henry past the Main Building and towards the Smelting Foundry. Devious Diesel rolled up from behind the train and came to a stop beside him.

"What's going on here, Diesel?" BoCo asked. "Where are they taking them?"

"These troublesome steamies were caught trying to escape," Diesel explained. "We're keeping an eye on them until Director Gisborne arrives with the news of their departure."

"Escape? Departure? Is that what's happened to all my friends? Then," He gasped. "It's true. Sodor really is getting rid of steam!"

Adagio Dazzle puffed up quietly from behind upon hearing their conversation.

"Is that a problem, BoCo?" Diesel asked with a suspicious brow.

"Well if I knew we were all gonna replace the engines on this Island, I never would've agreed to come along."

Diesel looked to Adagio and her devious smirk. He cleared his throat.

" _Well_ , I think you make a fine addition, BoCo. We're here to improve the Railway after all. And we ought to keep it that way."

"Improve it without me," He protested. "I won't stand for none of it. Not if this is how we treat our friends."

"Oh. What a shame," Diesel smirked.

Giving her the cue, Adagio Dazzle's pure red lantern glistened as she begins to sing.

"Ah, ah-ah, ah-ahh."

A confused BoCo didn't have time to question the mysterious singing when his eyes stared twitching a bit. Henry and Edward were shunted into the Smelting Foundry when her singing echoed over to their location.

"Did you hear that, Henry?" Edward asked. "That must be the Siren."

The two steamies didn't seem fazed by her music, unlike the diesels shunting them, whose eyes glistened a glowing green as they left the warehouse. Diesel grinned deviously while watching BoCo submit to the music.

"Ah, ah-ah, ah-ahh. Ah, ah-ah, ah-ahh."

Adagio kept going until she finished. All the while, BoCo's eyes remained shut until they reopened and glowed an eerie green.

" _We_ are your friends now," Diesel said in a sly, conniving tone. "Diesel to diesel, and diesels only."

BoCo grimaced back down the track Edward and Henry were taken down.

"Now," Diesel ordered. "Back to work!"

A begrudging BoCo tooted his horn before taking off. A few diesels around the yard had stopped working and paid their attention to Diesel.

"The same goes to the lot of you!" Diesel ordered. "Let's go, chop, chop!"

Many diesels scurried and rolled about until things were back on schedule. See every engine doing as he commanded delighted Diesel. He finally got a true taste of what it means to be in charge. And he loved every feeling it gave him.

"Now this is more like it!" He grinned.

Adagio, with a disapproving frown, puffed up in front of Diesel. She took a look down at the tracks before speaking.

"So, just two, huh?"

"Oh, right." Diesel chuckled, sheepishly, "Um, two is better than none?"

Hissing steam, Adagio glared and crept closer to a nervous Diesel now backing away from her. Diesel found himself biffed against a set of flat beds parked on another set of tracks blocking his line.

"No! Wait, Adagio! Please! I-I can explain!"

"Don't have to." Adagio grinned and stopped in front of him, "You did accomplish exactly what I hoped. Everything can still fall perfectly in place."

A diesel arrived to push the flatbeds out of the way. Diesel remained where he was, raising a brow in confusion. He expected Adagio to berate him for letting the other steamies slip away.

"B-but, Sunset took them back to that school. Aren't you worried the steamies and those Girls might use their magic against you or something?"

"Let's look at it like this. What happens when I take away two of your wheels?"

Diesel scoffed. "That's absurd! I need all six of my wheels. Otherwise I won't function properly."

"Exactly," Adagio grinned. "Take away two of their friends, and the rest won't function without them either. And when they can't function, neither will any of their special powers."

Diesel was too confused by her scheme. During their conversation, Gerard Gisborne pulled up in his red car and walked over to the two engines.

"That's still not going to stop Sunset and her magic friends from coming after you."

Adagio groaned. "Just let me worry about them. The only thing their magic is good for in this world is to refuel mine. I've done it once before and I can seamlessly trick them into doing so again."

Gerard Gisborne cleared his through, catching the two engines attention.

"Well? Care to explain yourselves?"

Confused, Adagio and Diesel looked at each other, blinked, then back at Gisborne groaning and pinching the bridge of his nose.

"The steam engines at Tidmouth are gone!"

"Oh, not to worry, Sir. I captured Edward and Henry," Diesel explained. "They're parked over at the smelting foundry."

"And the rest?"

"Uh, well. The rest managed to escape, actually. They-"

"Un-ex-ceptable!" Gisborne boomed.

"And what's the big deal if they did?" Adagio asked. "You wanted them off the Island, and that's exactly what you got."

"Those engines, DRB-50, are property of the Railway Company! The ferry scheduled to collect them is due by the end of this week." He then turned to Diesel. "You must find the rest, Class 08. I don't care how you do it, just make sure it's done."

"Why do I have to do it?!" Diesel complained. "I have important work here; diesels to boss about and what not."

"Useful diesels obey orders. _My_ Orders! Not yours! Mine! Now, bring them back before the next ferry arrives. And unlike Sir Topham, there will be extreme consequences for disobedience!"

On that note, Gerard Gisborne walked back to his red car and drove off. Diesel was rather hurt, but expressed more anger over Gisborne's disapproval over him being the boss of all the diesel.

"This isn't fair. You promised to have Gisborne put me in charge of diesels. Can't you make him not let me go or something? You don't even want those silly steamies here."

"What I want is to keep them and those Girls separated by whatever means. So, either keep them at that school, or make sure they're on time for their departure. You decide. I'll have Gisborne surrender his reign as a reward."

"Doohhh, I'm sick of doing all these silly trials! I want to be in control already!" Diesel grumbled and murmured in annoyance.

"So, you'll do it then?" Adagio asked, snidely.

Diesel groaned and pouted, "I will. But it won't be a pleasant visit."

* * *

On the Magic Railroad, Sunset Shimmer emerged from the Magic Buffers in her N3 Vapor Beyer Peacock locomotive form. She looked over herself, making sure everything was intact, before chuffing up to give her friends some room. The golden portal spirals open, allowing Twilight Sparkle and Spike to emerge from the Buffers. Twilight moaned as her eyes slowly reopen.

"Twilight?" Sunset said. "How are you feeling?"

Twilight recovered and examined her surroundings. Then, with eyes widened in shock, she looked down at her buffers and nearly stuttered a scream.

She was an TVR O2 class tank engine of a 0-6-2T wheel configuration. Her smokebox and funnel were a dark sapphire with moderate purple and brilliant rose streaks. The base of her boiler and cab were painted in a pale, light grayish mulberry while the water tank's sides were painted violet. Her wheels were painted a light, pastel blue color along with the lined stripes through out the engine. Coupling rods were magenta and cab roof was black. She even still had her black rimmed glasses, which held into place despite the absence of temples. Her purple geode lantern sat above her front, red buffer beam.

Unable to react proper, the golden portal spiraled open again.

"In Coming!"

Pinkie Pie shoots out and rammed into Spike and Twilight, jolting them forward a bit. She quickly recovered and was amazed by the Magic Railroad's countryside and golden tracks.

"Ooh! Goldie!"

She was a NS 7742 "Bello" steam locomotive of a 0-6-0T configuration. Her smokebox and funnel were colored a brilliant rose with cerulean blue at the funnels rim. The base of her boiler and cab were painted in a light ceriseish pink with cerulean blue stripes. Her wheels were a dark, fuchsia pink. The coupling rods and pistons connecting to just 4 wheels were white while the cylinders were hot pink. The cab roof was white, buffer beam red, and the dome was a brass yellow. Her magenta rose geode lantern sat to the right of her front buffers.

Pinkie Pie then gasped at her new form.

"Check It Out, Twilight!" Pinkie called. "We're Trains Now!"

Twilight chuckled sheepishly, but deep down she was still trying to process their transformation. Just then, Rainbow Dash and Applejack emerged from the portal, chuffing in with baffled expressions upon looking down at their buffers and the tracks moving beneath them.

Rainbow Dash's engine was based on a PR E7 Atlantic type locomotive of a 4-4-2 configuration. The smokebox and funnel were a blend of brilliant amaranth and vermilion, pale, light grayish olive, moderate harlequin, cerulean, and purple. The base of her boiler, cab, and tender were painted in a pale, light grayish cerulean blue with red, purple, and pale olive stripes. Her driving and tender wheels were harlequin green, coupling rods a navy blue, and cylinders a brilliant amaranth. The cab roof was vermilion orange, buffer beam red, and the tiny cowcatcher pilot was painted a deep violet with worm frost white creasing. Her blue geode lantern sat above her face and in front of the funnel.

Applejack's engine was based on a number 486.0 ČSD series tender locomotive of a 4-8-2 configuration with the Wagner-type smoke deflectors absent. Her smokebox and funnel were light brown with a tint of pale olive. The base of her boiler, cab, and tender were painted a brilliant gamboge orange with red stripes. The front running board above her red buffer beam was a pale, lighter gamboge and the cab roof was denim blue. The driving and tender wheels were all brown and coupling rods were a moderate sap green. Her orangish red geode lantern sat to the right of her front buffers.

Both girls felt the noticeably cramped difference in their appearance, but were also captivated by vast and mystical landscapes all around them. This was the first time any of the girls other than Sunset have entered the Magic Railroad. Seeing the Magic Railroad as it should be was a site for them in deed.

"Whoa! This is the Magic Railroad?!" Rainbow Dash called.

"Color me impressed!" Applejack said, astounded. "Look at all that land. It must go on for miles."

"Is that everyone?" Sunset called. "Where's Fluttershy and Rarity?"

Lastly, Rarity and Fluttershy emerged from the golden portal.

"Here, Darlings!" Rarity announced in a sing song voice.

Fluttershy's engine was based on an E 3/3 3 "Beinwyl" built by Krauss & Co but with a unique 0-2-2-0 wheel configuration. The smokebox and funnel were a pale, light grayish rose. The base of her cab and sandboxes were painted in a pale, light golden yellow while the boiler was a light, sea green, cyan color with pale opal stripes. Her wheels were a pale, light grayish rose pink, buffer beams red, cab roof a light, pale opal, and coupling rods and cylinders a pale, light grayish gold. Her pinkish rose geode lantern sat above her face and in front of the funnel.

Rarity was an NSB Class 21c of a 2-6-0 configuration. Her smokebox and funnel were a moderate indigo shade. The base of her boiler, cab, and tender were painted in a light, sapphire gray with purple stripes. Her driving and tender wheels were all a dark, moderate mulberry purple, cylinders were cyan, and coupling rods a light cornflower blue. The cab roof was violet and buffer beams were red. Her indigo geode lantern sat to the right of her front buffers.

Upon dashing through the portal, Fluttershy ended up ramming the back of Applejack's tender. It wasn't enough to jolt her forward, but Applejack could still feel the push.

"Ow! Careful back there."

"I'm Sorry!" Fluttershy cried. "I can't control my driving yet!"

She kept reversing backwards only to jolt Rarity back a smidge. She tried moving forward and hits Applejack, then Rarity, and Applejack again. Fluttershy kept apologizing the more accidental biffing and bashing she did. After running backwards again, Rarity decides to shunt Fluttershy against Applejack's tender to keep her in place.

"That's Everyone!" Pinkie remarked.

Twilight gasped. "Wait! Where's Spike!"

"Uh, back here!"

Everyone's attention drew up a head one another. Instead of changing into an engine, Spike was now a LSWR 10 ton Goods Brake Van, with a light mulberry base, moderate harlequin roof, and light lime green axle boxes. He was coupled up to Twilight from behind and facing Pinkie Pie.

"Spike!" She called out. "Are you okay? How do you feel?"

"I can't move!" Spike tried nudging himself.

"Ooh!" Pinkie said. "Spike Is Some Kind Of Back Truck!"

"You mean he's a brake van?!" Twilight said, surprised.

"That too!"

Spike was disappointed. "How come I'm not an engine like the rest of you?"

"I think you might be better off, Spikey," Rarity groaned, inspecting her appearance. "Someone tell me how I look! Am I hideous?! Is my engine form sub par beautiful at least?"

"Everything feels so hollow for me," Spike commented.

"Not for us," Fluttershy admitted.

"Yeah, not gonna lie," Applejack admitted. "This all just feels a pitch dense."

Rainbow Dash scoffed. "You think? I can barely move a muscle, or look in any direction other than what's in front of me."

"That's 'Cause We Don't Have Arms And Legs Anymore, Silly-Billies! We Have Wheels Now! See?" Pinkie Pie began reversing back and forth seamlessly. "WHEEEEEE!"

"And we're gonna need to learn how to use them fast," Sunset said. "Luckily, I have some degree of experience. Teaching each other the ropes won't be that difficult. Right, Twilight?"

"Ye-yup," She chuckled, a bit unhinged.

"Which begs the question," Applejack began, "how many of us can actually move on these darn wheels?"

Pinkie Pie already had a handle on it, but the Girls showed more signs of difficulty until Rainbow Dash, Applejack and Rarity soon mastered driving backwards and forwards, if only a little. They still had to trek through the Magic Railroad and over onto Sodor. Twilight showed the most difficulty driving. She tried moving forward with Spike but barely made an inch. She strained and she tugged, but didn't gain any distance.

"Best you stay put for now, Fluttershy," Rarity instructed Fluttershy. "I'm sure we'll find you some ground, err, rails to practice on later."

"What about you, Twilight?" Sunset asked. "Any luck?"

"I can't seem to move," Twilight groaned, finally giving up. "This isn't good. Ooh. I knew I should've gone in last."

"It's okay," She assured. "You'll pick up on driving in no time. It's actually not that hard once you get use to it."

"Easy for you to say. You've been here already."

"What about our geodes?" Fluttershy said. "Do they still work?"

Twilight peered at her lantern, and shut her eyes to channel its magic. A purple, magical aura lights up and surrounds the lantern, along with the rattling coupling chain that hung around the hook of her front buffers.

"They do!" Twilight exclaimed, excitedly. "Our magic geodes are still active."

Rarity tired out her diamond manifestation ability, and created three blue lozenges circling mid air in front of her.

"Ooohh!" Rarity giggled. "How absolutely divine!"

"Use your magic to couple up to me, Twilight," Sunset instructed. "I'll carry you to Sodor until we find shelter."

"Sunset's right," Rarity said. "We need to get going, post haste!"

"Then quit sitting around and get going already," Rainbow Dash said, determined.

"Lead the way, Sunset!" Applejack encouraged.

Sunset backs into Twilight, who then uses her purple telepathy aura to lift her chain onto the hook of Sunset's back tender. The Girls were ready to take off. Sunset led the charge, straining to pull Twilight and Spike all the way until Pinkie happily biffed up against Spike and helped push the train, along with Rainbow Dash and Applejack. Fluttershy, being pushed by Rarity, managed to gain her own traction and pushed the train with all her friends, working together to chuff along the Magic Railroad's golden tracks.

"This isn't weird at all. This isn't weird at all," Twilight kept repeating.

"Uh, Twilight," Spike asked. "You gonna be able to keep it together?"

Twilight was still a bit unhinged. "Not weird, not weird. Just new normal! Temporary, condensed, fixed perspective kind of normal!"

"We've got a lot of work a head of us," Said a worried Sunset.

* * *

At last, the Girls arrived on Sodor, as they puffed down the Mainline of the Island's Railway. The Girls were amazed by what they were seeing so far. Being engines was still much too alien for them, but most of those feelings were temporarily stifled upon rushing past Sodor's sun shining country sides, landscapes, and beautiful crisp forests that stood near the tracks. They never could've imagined traveling to another world. It was almost hard to believe at first. While veering along bends overlooking Sodor's countryside, passing over watermills, windmills, and crossing bridges, the Girls were proud in their decision to journey to Sodor.

Some of them even got glimpses of what each of their engine forms looked liked. They each had emblems either on the sides of their boilers, bunkers, or tenders. For the water tanks and bunkers; Twilight's was a pink six-pointed sparkle surrounded by five small white sparkles, Pinkie's was two blue balloons with yellow strings and one yellow balloon with blue string, and Fluttershy's was three butterflies with cyan bodies and pink wings. For the sides of their tenders; Rainbow Dash's emblem was a blue, yellow and red lightening bolt from a cloud, Applejack's was three red apples, and Rarity's was three blue lozenges diamonds.

Puffing down the Mainline again, Sunset drove on the middle railway lane with Twilight and Spike coupled up from behind still. Pinkie Pie followed from behind too, keeping an eye on Spike while getting distracted by their passing scenery. Rainbow Dash and Fluttershy rode on the left lane, and Applejack and Rarity rode on the right lane. Most of the Girls looked around, both curious and excited by their surrounding.

"So?" Sunset asked. "Pretty great, huh guys?"

"I guess," Rainbow Dash said, unimpressed. "But Thomas made Sodor out like it was some magical land. Everything just kinda looks the same to me."

"At least there's lots of land for all the little animals to roam," Fluttershy said.

"There must be hundreds living in these woods. Which means, there's bound to be lots of squirrels that I can," Spike's enthusiasm soon diminished, "… not chase."

"Well, I for one think the landscapes look beautiful," Rarity complimented. "An ideal get away spot if I do say. Not accounting all the noisy locomotive traffic that is."

"I LOVE It!" Pinkie giggled. "I Can't Wait To See The Chocolate Factory! No! The Bakery! No! The Ice Cream Factory! No! No! THE BALLON FACOTRY!"

"Uh, you sure Sodor even has half of those establishments, Pinkie?" Twilight smiled.

"I WILL MAKE THEM HAVE IT IF THAT'S WHAT IT TAKES!" She shouted.

"How about we find a place to work out a game plan first?" Sunset said.

"Then we'll try to save Henry and Edward, right?" Fluttershy asked.

"I reckon that's the first thing we work on once we make bare of our livin' quarters," Applejack agreed.

"I agree with Fluttershy too," Twilight said. "Rescuing Edward and Henry should be our top priority."

Fluttershy beamed.

"There's still that Siren we have to deal with too," Spike reminded. "Why not just stop her like you girls did at that Battle of the Bands thing?"

"This world doesn't have the same kind of magic as Canterlot High," Sunset said. "Equestrian magic won't work like it does back home. Not like this. That's what The Siren said."

"Uh, why're we believin' anythin' she tells us again?" Applejack asked.

"Well, it's not like I can shred on my guitar without any hands," Rainbow Dash commented. "Not that we could without our band equipment."

"Why not just sing?" Rarity said. "Thomas and his friends likely preform random musical numbers all the time without any instruments."

"But there's still no Equestrian magic on Sodor," Fluttershy said.

"Which means," Twilight added, "if we hope to defeat this Siren, we'll have to figure out another solution to counteract her spell, and free anyone whose been enchanted."

"So, we're definitely gonna have to get good at bein' steam engines then," Applejack commented.

Rainbow Dash scoffed. "That's easy. Being an engine's gonna be a piece of cake. We're already storming down tracks like it's nothing… Well, except for Twilight."

She chuckled sheepishly while Twilight shot an unamused glare.

"Perhaps a few lessons in engine control would be greatly beneficial," Rarity said.

"Good Thing Our Geodes Still Work On Sodor Too!" Pinkie Pie said. "Once I Find A Bakery, That No Good Siren And Dastardly Diesels Won't Know What Hit 'Em!"

"Are you gonna be able to use your magic, Pinkie?" Fluttershy asked. "I mean, without using your, um, hands, to make sweets explode?"

"Oh, Right. Eh, At Least I Can Still Eat Them!"

"Um, again, don't you need-"

"Just let her have this one, Fluttershy," Rainbow Dash smiled.

The Girls all pondered over what to do about the Siren. Still puffing down the Mainline, Fluttershy overhears chirping birds soaring towards her. She looks over to her left and sees one robin and a blue jay flying next to her. Then, her geode lantern begins glowing a bright yellow. Fluttershy examines it then turns her attention back to the birds and responds to their greetings.

"Oh!" Fluttershy giggled. "And hello to you, Mr. and Mrs. Birdie. How kind of you to welcome us."

The two birds soar in front of Fluttershy and land on her front buffers. They chirped to her again, waving their wings in different directions during their explanations.

"That's why we're here," She said, "to make sure no more steam engines are sent away."

The other girls could hear Fluttershy's conversation with the robin and blue jay.

"Oh. You don't have to worry about us. But I do appreciate your concern. Still, I don't suppose you wouldn't mind helping out at all? Or, you know, if you want to."

The Robin and Blue Jay shared looks then chirped while nodding in agreement.

"What did they say, Fluttershy?" Twilight asked.

"They'll help us!" Fluttershy said, excitedly. "Oh, thank you so much. You're both such sweet hearts."

"Ask them about Edward and Henry," Sunset said.

"Can you look for two friends of ours? They're names are Henry and Edward. I'm hoping they're still on Sodor somewhere, or that they haven't left yet."

She described what they looked like with Sunset's help. The two birds jumped off her buffers and flapped in the air while chirping. Fluttershy beamed as they soared off into the sky. But it wasn't soon until a dejected Fluttershy sighed over the thought of Henry already being gone. Will the birds be able to find them on time.

* * *

As the Girls made their way down the track, they could hear faint purring of various diesel engines closing in from behind. Then, to Sunset, Applejack and Rainbow Dash's shock, three diesels approached them from ahead, all riding down three of the Railway lanes blocking their paths. Skinhead, Western and Whistler parked in front of the Girls. Sunset and the rest tried applying their brakes and came to a stop. Fluttershy kept chuffing, however, until she ended up ramming the back of Rainbow Dash's tender.

"Ow!" Rainbow Dash winced. "Fluttershy!"

"Sorry."

The three diesels who were following Fluttershy, Pinkie Pie and Rarity from behind also parked into place. 'Arry, Bert, and more Class 08 diesel shunters blocked their path as well. The Girls were admittedly afraid for what's about to come. Already they've been spotted.

"This doesn't look good," Spike commented.

"Well, well," Skinhead chortled. "Looks like we've still got ourselves a few stragglers on our turf."

"Your turf?" Applejack snapped.

Chuckling to themselves, 'Arry & Bert biffed Rarity and Pinkie Pie.

"Ugh! Back away you ruffians!" Rarity said. "I have a magic lantern and I'm not afraid to use it!"

After a silent pause, the six diesels all laughed. But despite feeling some embarrassment, the Girls were true to their claims. Even after exchanging looks of intent, they couldn't hide the fact that their predicament still looked dodgy after the diesels finished their laugh.

"Alright, we're taking you lot in," Whistler said. "Push from the back, lads, we've got the front covered."

Some of the Girls whimpered as the diesels closed in. Rainbow Dash wasn't afraid, however. Her Geode lantern glowed a bright blue, and steam hissed from her engine.

"You're not gonna take me out that easy!"

Whistler was confused by her glowing lantern.

Suddenly, Rainbow Dash sped right into him, almost within a blink of an eye. Before anyone realized it, Rainbow Dash and Whistler were speeding down the track in a blue streak of varying, rainbow colors. The two screaming engines zoomed at an intensified rate. Trees along the tracks zipped by, and the wind pressed against their faces. Finally, Rainbow Dash's speed ceased. And while she managed to slow down, Whistler was still flying across the tracks, tilting sideways left and right. Coming across and tilting over a track bend, Whistler dangled from the rails until he veered off, crashed, and slid across the grassy plains.

Rainbow Dash came to a stop and panted for a bit. Then she examined her glowing blue Geode lantern. Rainbow Dash grinned, realizing how much faster she must've been going than her usual speed, and what she could do with such power upon this discovery.

Way back down the line, the Girls and diesels were still caught off guard by Rainbow Dash and the diesel's sudden disappearance. The Girls knew what happened, but the other diesels were completely puzzled. Knowing that their Geodes still granted them their abilities, the Girls had just what they needed to retaliate. Sunset and Applejack glanced to one another, then back at the Skinhead and Western with determined grins. Western and Skinhead raised a brow.

"ATTACK!" Pinkie exclaimed, excitedly.

And just like that, Sunset and Applejack jerked forward and biffed the two diesels. Rarity, Pinkie Pie and Fluttershy do the same, biffing up to and pushing back Arry, Bert, and the other Class 08 diesels. Everyone ended up separating from one another as the Girls and diesels pushed and fought back and forth.

* * *

Sunset Shimmer tried pushing against Skinhead, but his resisting strength and Twilight adding weight for her to carry made it difficult to budge him back.

"Come on, Twilight!" Sunset demanded while straining. "Push!"

"I'm trying!" She said, straining just as much, only her wheels still didn't move.

Suddenly, Skinhead felt something biff him from behind. Next thing he knew, he disappeared in a streak of blue and rainbow colors. Sunset ginned. She knew who that streak belonged to. Rainbow Dash, with Skinhead coupled up from behind, were speeding down the track faster than any bystander could spot. Rainbow Dash was having the time of her life. She'd never gone this fast before, and being an engine gave her the plenty amount of speed she'd never thought possible.

"This… is… so… AWESOME!"

Western and Applejack charged towards each other until both their buffers clashed on impact. But as they did, Western was jerked and pushed back by Applejack and her geode lantern glowing bright orange. Western tried applying his brakes, which screeched and spewed sparks that grinded against the rails. No matter how hard his brakes were applied, Applejack kept pushing him as seamless as she would be driving at her fastest pace. Smirking with determination, Applejack throttled Western along towards a set of buffers sitting over a wide ditch. The buffers brake on impact, sending a panicked Western tumbling into the ditch, and a chuckling Applejack to leave him where he is.

Rarity and Fluttershy were puffing away from a few diesel shunters. Fluttershy found herself going over a set of points and separating from Rarity. Three diesel shunters pursued Fluttershy while Rarity continued heading down the track she was one, often screaming a few times until she finally escaped them.

Sighing with relief, she spotted three more, along with Bert, heading right towards her. Frightened, Rarity applied her brakes and shut her eyes. Bert and the diesels shunters were closing in. Upon doing so, she creates three diamond faced walls that stood in their way, causing them to ram into and collide with the diamond surfaced barriers. Peaking with one eye then opening the other, Rarity giggled and grinned, before using the force of her diamond manifestation to thrust the diamond barriers back against the three diesels. Bert and the diesel shunters went flying back until two of them collide into one another after crossing over a set of points.

The diamond walls fade away, and Bert was the only one with his wheels still on track. Rarity was nervous. Bert charged towards her, only to be intercepted by a train of empty trucks rolling in front of him in a purple, magical aura. It was too late before Bert realized this and applied his brakes, only to collide into the empty trucks and derailing him from the front. He and the other two diesel shunters were unable to move. Rarity puffed a head to inspect the damage when she spotted Spike, Sunset, Twilight and her glowing geode lantern. The four of them exchanged gratified smiles before puffing away to find the others.

Alone in the forest, 'Arry rolled down one lane of two tracks and surveyed his surroundings, looking for any intruding engine. All was quiet aside from his generator running. The sun shined through the leaves shading the darkened branchline.

"Yoo-Hoo!"

'Arry stopped in place. He looked around nervously for the noise, but didn't see anything. Arry kept on going, until he heard another noise.

"Over Here!"

Finally, 'Arry stopped and looked up at a high tree with thick bushes. Two branches unveil to reveal Pinkie Pie's face poking out from the foliage.

"Peek A Boo!"

'Arry was baffled. "Wh—H-how did you get up there?!"

Pinkie Pie's giggle disappeared within the closing foliage. 'Arry didn't know what to make of this. He then went to try and reverse away, but everywhere he looked, 'Arry kept seeing Pinkie Pie poke out from each tree no matter how far he reversed.

"Leaving Already? Don't Cha Wanna At least Try To Chase After Me? Everyone Else Is Doing So!"

The more of her 'Arry saw, the more frightened he became. No steam engine, let alone any engine period could physically fit up in these trees. It was too unreal to see this unfold. Suddenly, he ended up colliding into Pinkie Pie, now sitting on the tracks behind him.

"Oops! Sorry!" Pinkie beamed. "I'm Just Having A Kablast! It's Like Kaboom And Blast Mashed Together Times Kabillion!"

'Arry began to panic as he now began to drive forward. But upon looking up a head, he saw to his gasping shock Pinkie Pie in front of and chuffing towards him.

"I Mean, Can You Believe We're Actually On Sodor? I've Always Wanted To Visit Ever Since My Friend Thomas Came To Visit Our High School-"

A screaming 'Arry applied his brakes then tried reversing backwards again until he spotted by a set of points leading to another track. He tried taking these tracks without paying any mind to where they led. Anywhere to get away from this crazy, pink steamie. The track was not yet finished. There were still some rails that haven't been put in place where the sleepers laid. Riding down a condensed forest, 'Arry soon found himself reaching the unfinished line, and began rolling off onto the sleepers and into a puddle of mud.

Pinkie Pie stopped before the switches 'Arry went down and pouted.

"Humph! Party Pooper!"

Meanwhile, Fluttershy was still being chased by three diesel shunters. She kept on chuffing as fast as she could. But the diesels, all riding down three separate lines, continued their chase. Suddenly, one of them disappeared in a streak of blue and rainbows. The two stopped and looked all over for where the streak of light came from. Then, the blue streak zips by again and takes another diesel. The lone diesel shuttered and stood where he was. The diesel shunter then felt a biff from behind. Rainbow Dash with a proud smirk was coupled up to the shunter. Before he could react, Rainbow Dash carries him away down the opposite track he was following Fluttershy on, all while hollering with fright.

With her eyes shut, Fluttershy peaks out with one then opens the other upon realizing the diesels weren't chasing her anymore. She sighed with relief.

* * *

The Girls and their magic were overwhelming the diesels. Sunset, Applejack, Rainbow Dash, and the others biffed and bashed into many diesel shunters, scarring him and the rest into fleeing the scene. The other Girls chased away more shunters until the remaining pack scurried away down the track. Pinkie Pie, Applejack, and Rainbow Dash watched some of them retreat.

"Yeah, you better run!" Rainbow Dash taunted.

"Guess we'll be takin' this here turf for ourselves now!" Applejack said.

The three engines all laughed as they reversed back to find their friends and switch onto another line. Sunset, Twilight and the rest all arrived and met up on the Mainline again, each with their own beaming faces and exhilarant steam hissing as they chuffed down the tracks.

"Yeehaw!" Applejack called. "Now that's what I call a good 'ol fashion rustlin' rodeo!"

"That Was The Best Thing We've Ever Done In This World!" Pinkie said. "Scratch That, Second Best! And We Still Haven't Gotten Started Yet!"

"Wait, what was the first one?" Spike asked.

"Don't Know. It Hasn't Happened Yet!"

"I'd like to see that Siren go toe to toe against us and our geodes," Rarity boasted.

"I knew you guys would be able to catch on quick," Sunset smiled. "But we've still got a long way to go."

"And with enough predetermined groundwork and a whole lot of preparation," Twilight said, "we might actually stand a chance at defeating the Siren."

"Are you kidding?" Rainbow Dash boastes. "Did you see how fast I went?! Even I couldn't see myself zip by. We totally got this!"

"Here-here!" Rarity chanted in agreement.

Everyone else cheered and celebrated their victory. Fluttershy chuffed on a lone lane, feeling ashamed in herself. She didn't do much during the scuffle. All she did was hide behind some trees until the diesels ran away. The Girls slowed down to a stop, all except Fluttershy, who slowly chuffed on past the group and gained more speed by the second. Fluttershy's friends noticed she wasn't stopping and watched her still chuffing down the Mainline.

"Uh, Fluttershy?" Rainbow Dash said. "You can stop now."

Frantic, Fluttershy looked down at her wheels. No matter how badly she wanted to stop, her wheels just kept turning faster and faster.

"Apply your brakes, Fluttershy!" Twilight called.

"I don't know how," She cried in distress. "I can't stop! Help!"

Fluttershy screamed as she sped down the track. The Girls called for her, but she was already too far away from them to hear her name.

"I got this!"

A determined Rainbow Dash chuffed down the tracks after her and disappeared in a blue streak. Sunset Shimmer, accompanied by Twilight and Spike still coupled up to her, followed after them as well, chuffing down the tracks as fast as she can. Still screaming, Fluttershy veers past a bend where Whistler still laid with Rainbow Dash catching up quick. Sunset wasn't far behind, but still had lots of ground to catch up as she chuffed by the track bend. It was rather difficult to built speed with Twilight and Spike lugging behind. At last, Rainbow Dash caught up to Fluttershy and rode at the same pace beside her.

"Hang in there, Fluttershy," Rainbow Dash said.

"Please!" She cried. "Just make it stop!"

Suddenly, Rainbow Dash started losing speed, much to her bafflement. She slowed down and started dragging behind Fluttershy further and further away.

"What?! Wh-what's happening?!"

Her wheels kept turning at a much slower pace until coming to a grinding halt in the middle of the line.

"Errr! Come on, come on!"

She tried moving forward, but she couldn't. She tried using her Geode lantern to catch up with Fluttershy, but still Rainbow Dash couldn't budge. All she could do was helplessly watch her friend disappear down the line again. To her relief, Sunset, Twilight and Spike still sped by in hot pursuit. They continued chasing after Fluttershy, still whimpering in distress despite how hard she tried to stop.

A signal box came into view up a head, and beside it a set of points leading to an empty siding. There was a large bank of dirt piled on top the rails at the end. Fluttershy sped into this siding, and screamed even more as she charged and planted face first into the pile of earth, causing a cloud of brown dust to billow everywhere and all over her. Fluttershy coughed out brown dirt once the cloud cleared.

Sunset pulled up and parked along side the siding, panting while assessing the damage.

"Are you okay, Fluttershy?!" Sunset asked.

Luckily, Fluttershy still remained on the track, but half her front engine section was buried deep within the earth bank. She didn't seem too hurt, but she still felt embarrassed and ashamed.

Shortly, the other Girls arrived too, with Applejack hauling Rainbow Dash to their location. They had no idea what just happened. For some reason Fluttershy just couldn't apply her brakes, Rainbow Dash suddenly stopped, and Twilight still couldn't move on her own without being carried around. Sharing collective glances of worry, Sunset, Twilight and the rest all agreed that being steam engines wasn't going to be as easy of a task as they initially thought. They truly did have a lot of work a head. The Girls then proceeded to pull Fluttershy out of the earth bank, with Twilight using her telepath to brush off all the dirt sticking to her buffers.

The worst was still yet to come. Back where all the derailed diesels laid, a twinkling green mist had fogged up their vicinity. It was being generated near the diesels derailed from the points, Arry from within the forest, Bert from the truck collision, Western from the ditch, and Whistler from the track bend. The mist breezed together in one giant collection, and flew to the sky in a near single stream.

* * *

 **To Be Continued.**


	9. Chapter 9: Meeting The Shadowbolts

**Synopsis: Thomas and his friends come face to face with students from Canterlot High's rival school, the Shadowbolts! But how well will they get along with the Engines, especially when learning that Twilight and her friend's journey to Sodor has potentially halted the Crystal Race for good?**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 9: Meeting The Shadowbolts**

After their visit to the museum, Juniper Montage, Thomas and the other engines decided to treat themselves to some ice cream. Juniper offered to pay, seeing no issue in buying one of her childhood heroes an ice cream cone to end the day off better than it began. The group arrived at the Ice cream dinner, purchased different flavored cones, and sat by the booths near windows. Thomas, Percy and Juniper sat at one booth while James, Emily, Gordon, and Toby sat at a booth next to theirs.

Thomas was still blown away by from his trip to the museum. The idea of him being a famous cartoon character in the world of Canterlot High was something he never could've imagined. Seeing all the merchandise and television showings they previewed were a surreal mix of magnificence and bafflement. Some of the other engines weren't as impressed as Thomas was. Everything they showcased had nothing but Thomas's name and face over everything. There was barely anything with them on it.

Not wanting to feel bitter about it, however, the other Engines instead discussed what they could possibly do to keep busy. There wasn't a lot of activities they could think of. It felt weird for the Engines not having work to do.

"So, what are we gonna do while Twilight and the others are saving our friends?" Emily asked.

"I still say we could put in some time at Sweet Apple Acers," Toby said. "Nothing says keeping busy like working on a barn."

"As much as I appreciated Applejack's hospitality," Gordon said. "The last thing I want to do again is work on that smelly farm by stomping grapes or feeding filthy pigs."

"I bet I could take over Rarity's job at her fashion store," James boasted. "How hard can making clothes be?"

"Maybe don't do that, James," Emily advised.

"There's gotta be something each of us can do here," Toby said.

Meanwhile, Thomas, Juniper and Percy were talking about their trip.

"If you thought the Museum had some pretty neat stuff," Juniper said, "wait until you guys see the amusement park!"

"An amusement park?!" Percy said. "You mean like with rides and carnival games?"

"Oh, yeah," Juniper chuckled. "The marketing team is going all out for Thomas' comeback. And it's open for a limited time, which means they're really going all out."

"Can you believe it, Percy?" Thomas said. "People must've really loved my show if they're making theme parks and a whole movie around it."

"Actually, it feels kinda weird," Percy admitted. "I mean, it's nice to be admired, but, seeing us on those small screens, acting out all the things we did on Sodor, it's-it's-"

"A bit surreal, huh?" Juniper finished.

"No, not cereal. Just, well, I can't quite describe it."

Juniper rolled her eyes and smiled.

"It's silly, is what it is," Gordon said, after overhearing. "Of all the engines to be the star attraction, they chose silly little Thomas."

"Oh, come on, Gordon," Thomas joked, leaning over his booth. "Don't get all fussy because they didn't make bed sheets with you on them."

"But you gotta admit," Emily said, "that museum didn't really have much stuff with us either."

"Especially me!" James said. "Why, if it were up to me, I'd demand they make James themed bicycles and bed sheets and anything they could slap my name on."

"Except the show isn't about us," Toby said. "It seems to be about Thomas."

James and Gordon found themselves sulking about it all over again while Emily and Toby reserved their judgment. Thomas sat back down at his booth, still filled with more questions he had to ask Juniper, seeing how she knew a great deal about his show.

"Hey, Juniper, is it true that you know who's making the Thomas movie?" He asked.

"Oh. Uh, yeah. He's my uncle, actually."

"Wow!" Percy said. "That must be amazing! Do you get to visit him and see the stuff he makes a lot?"

"I used to," She sighed, looking ashamed.

"Hey, I just thought of something!" Thomas pondered to himself, "Since the guy who was supposed to voice me can't do it anymore, why don't I voice myself instead?!"

Percy and Juniper were surprised at first. The Engines sitting at the booth next to them overheard this and were a little annoyed. So, they tuned out Thomas' pitch to Juniper and went on talking about other things.

"Juniper," Thomas asked. "Do you think we can ask your uncle if I can lend my voice to the movie?"

"Why do you wanna be in the movie, Thomas?" Percy asked.

"Why not? Like Rarity said; who better to voice Thomas other than, well, me?!" He chuckled.

Juniper liked the idea as well and was excited over the concept at first. Then she was reminded of the incident with the Daring Doo movie. Even if she wanted to, Juniper was laid off as the Director's gofer. She wasn't even allowed to be on his movie sets anymore. This made her heart sink the more she thought about it.

"I'd like to, really. But… I can't."

"How come?"

She was too ashamed to say. Thomas and Percy shared worried glances. Juniper looked at Percy and Thomas before shying away in disgrace.

"I don't wanna talk about it. You won't like me anymore if I did."

"But, that's not true," Percy said.

"Why wouldn't we like you anymore, Juniper?" Thomas asked. "Was it something you did?"

"Was it… Something awful?" Percy whispered.

Seeing both Thomas and Percy staring back with confusion and worry flustered her a little. She didn't want to tell the two engines she had grown up watching what she did. But seeing how they knew everything that Sunset and the Girls did, then they might also know about Sunset and her past mistakes too. Mustering courage, Juniper inhaled and released, then faced Thomas and Percy again.

* * *

While the Engines continued enjoying their ice cream, another group of students sat at a booth not too far were having their own discussion. The group of girls were wearing reddish-purple blazers and vests, whitish-blue shirts, dark-blue bow ties, reddish-purple tartan skirts, and black shoes. These students were the Shadowbolts, from Canterlot High's rival school Crystal Prep Academy. Sour Sweet, Sunny Flare, and Sugarcoat sat on one side of the booth while Lemon Zest and Indigo Zap sat across from them.

Sour Sweet groaned as she looked at her phone. She played up a friendly grin and got her friend's attention.

"Good news, everyone!" She said, sweetly. "I just got a text from our dear friend Royal Pin!"

The Shadowbolts leaned in eagerly.

"And?" Sunny Flare asked.

"And…" Sour Sweet's sweet demeanor then flipped into a snarling scowl. "That fashion threading, flamboyant jerk says he can't make it!"

She tossed her phone on the table in frustration. Three of them exchanged worried glances. Sour Sweet pouted and slouched in her seat with arms crossed.

"Ugh! Why does that Royal Pin have to be such a-"

"Don't say it," Indigo Zap said.

"A royal pain!"

The Girls then sighed and rested their hands on their chins.

"Let's face it, dearies," Sunny Flare said. "At this point, we're just gonna have to enroll someone that isn't CPA's top student."

"But we can't just let anyone join our team," Sugarcoat said. "We have standard requirements to uphold."

"Not if we wanna forfeit the race, Sugarcoat," Indigo Zap said.

"If we don't have six people on our team by tomorrow," Sour Sweet said, "then the Crystal Race will be ruined, and Principal Cadance will blame us for not being able to 'work with others' or something along the lines."

While the four were stressing over where to find a suitable teammate, Lemon Zest was off in her own world enjoying her music. The lime green haired girl wore a set of light rose headphones with faint, loud rock music blaring from the ear muffs.

Indigo Zap turned to her. "Hey, Lemon."

But Lemon Zest wasn't listening. The music playing in her headphones drowned out their conversations. She began rocking out a little too much, almost to the point where her energetic outbursts shook the dinner table and nearly spilled everyone's cold drinks, floats, and Sunday's. Sour Sweet waved her hand in front of Lemon Zest.

"Lemon!"

It took her a while to notice, but Lemon Zest finally caught on to the others trying to get her attention. She impatiently pulled down her headset.

"Yeah, what?"

"Royal Pin can't make it so we have to ask our other classmates to compete with us," Sugarcoat explained.

Lemon Zest rolled her eyes and pulled her headphones back on.

"Fine, whatever."

"Still no word from Upper Crust yet," Sour Sweet said, optimistically. "So, there's still a chance she's available."

"Didn't Principal Cadance say this was an open event?" Lemon Zest chimed. "Why not ask someone from another school to compete with us if we're that desperate?"

Indigo Zap scoffed, "Like who? Someone Canterlot High?"

Thomas was a bit surprised when he overheard Canterlot High being brought up. He didn't know where this conversation came from, though, but Thomas knew he heard someone mentioning it. Thomas leaned out to locate this discussion, and saw the Shadowbolts sitting at a separate booth from across the dinner.

"Aka the school that's competing with us in the first place," Sugarcoat added, before sarcastically drawling. "Sure, I bet that'll work in our favor."

"I was thinking more someone from Cloudsdale," Lemon Zest explained. "They have some pretty smart students, and their athletic's courses are top notch."

"Best not to stress about it too much, dearie," Sunny Flare said. "It doesn't matter who we have on the Shadowbolts. We're still gonna win the Crystal Race either way."

"You think the Wondercolts are having the same problem?" Indigo Zap asked.

"That's highly unlikely," Sugarcoat critiqued. "Canterlot High's students are average at best. Anyone of them can enter and it still wouldn't stack against our team regardless of who they have competing."

The Shadowbolts got up after finishing their treats and drinks and headed for the door to exit the Ice Cream Dinner.

"Well, we still promised Principal Cadance that we wouldn't get overly competitive again," Lemon Zest brought up. "Remember what happened last time winning became all we cared about?"

Sour Sweet and a few of the Girls rubbed the back of their heads in embarrassment.

"We'll try toning down our competitiveness," Sunny Flare declared. "It's the least we can do for Sunset and her friends. And better education for other schools, of course."

"Agreed. But again, doesn't negate the fact that CPA can excel levels of expectations CHS hasn't matched yet," Sugarcoat added also.

"We're gonna have the best time ever!" Sour Sweet said sweetly, then turned sour by lodging her fist in her palm, "by crushing the weak to oblivion!"

"Oh-yah! Shadowbolts for the win!" Indigo Zap chanted.

A few laughed as Thomas watched the Shadowbolts leave the dinner. Juniper and Percy noticed Thomas' distraction.

"What's up?" juniper asked, looking over what he was staring at.

"I think those girls were from Crystal Prep," Thomas pointed out.

He then got up and walked passed the other Engines at their booth, all wondering where he was off too.

"Where are you going, Thomas?" Toby asked.

"Those Crystal Prep girls don't know Sunset and the others aren't participating in the Crystal Race anymore," Thomas explained.

"You mean the Shadowbolts?" Emily asked. "Did you just see them, Thomas?"

"I think so. We should let them know that they won't be back for a while. Maybe even introduce ourselves, since we're at it!"

"Introduce ourselves?" James said, annoyed. "Are you crazy, Thomas?! Don't you remember what the Girl's said about them?"

"They seem pretty nice to me, James."

And Thomas had already made his way out through the exit, leaving Juniper and all the Engines to share confused glances.

* * *

The Shadowbolts walked across the dinner's parking lot with Thomas eagerly jogging over to meet with them. The Engines and Juniper burst through the doors only to see that Thomas had already caught up to the group of girls.

The Shadowbolts stopped in their place and faced Thomas once he gained their attention.

"Excuse me, are you girls' part of the Shadowbolts?"

"What are you doing, Thomas?!" Gordon said. "We don't know these girls."

Thomas turned to his friends, still wearing a cheerful grin but the girls all glared or eyed him with disinterest.

"We didn't know Twilight Sparkle or the others either, remember? So, why can't we get to know the Shadowbolts?"

The Shadowbolts were a bit surprised when Thomas mentioned Twilight. They only knew Sunset and the other girls on the Wondercolts to be her friends.

"How do you know Twilight?" Lemon Zest asked.

"Twilight's a good friends of ours!" He said. "Along with Sunset and the rest at Canterlot High. They met us when we traveled to their school for the first time."

Juniper Montage and the Engines all approached Thomas and stood behind him. The Shadowbolts examined the Engines with aloof glances before looking back at Thomas and his friendly grin. They didn't know Twilight had made this many friends outside her usual group from CHS. She must've become very popular as far as they knew. But these people didn't seem to be students of Canterlot High either the more they inspected him. Twilight must really be extending her friendship circle further than she's ever done at Crystal Prep.

"Do any of you know Sunset Shimmer and her friends as well?" Thomas asked.

"We obviously didn't hear about them through you just now," Sugarcoat said, contemptuously.

"Twilight Sparkle used to go to our school," Sunny Flare said. "Until Twilight decided she was too good for CPA and transferred over to Canterlot High."

"Really? I didn't know Twilight went to your school," Thomas said, almost half surprised.

"So, you must've been her old friends then?" Emily asked.

"Ye-ah," Sour Sweet rolled her eyes. "Friends aren't exactly the words I'd use. But I guess we have warmed up to the idea. If only a little."

Thomas remained blissfully unaware of their attitude. "In that case, maybe we can become friends too!"

"That sounds like a great idea!" Sour Sweet said in her sweet tone, before turning sour. "And you are?"

"I'm Thomas!"

"You mean like after that baby show?" Indigo Zap mocked.

The Shadowbolts laughed, making Thomas feel embarrassed, and a little angry too. This prompted an angry Juniper Montage to step up in Thomas' defense.

"Hey! It's not a baby show."

"You're right," Sunny Flare joined. "Our mistake. It's for babies, and much older toddlers."

The five girls laughed again. Thomas didn't feel so proud about his show now. The Engines and Juniper Montage felt just as insulted. They might as well be mocking the Engines themselves if they're laughing at the show. The Engines took great offence to their comments.

"You girls don't like the show?" Thomas asked, bashfully.

"Except for Sour Sweet," Sunny Flare mentioned.

"Yea-wait!" Sour Sweet's rage filled eyes widened. "What?!"

"Oh, yeah!" Lemon Zest chimed. "Wasn't Sour Sweet like a big fan or something?"

"No, I wasn't! I've never even brought up that dumb show with any of you!"

Sugarcoat chimed in. "You were literally just complaining about the movie before we got here, and you wouldn't stop ranting how that plus the new show they're making is apparently ruining-"

Sour Sweet grunted through gritted teeth and gestured Sugarcoat to shut it by waving her hand past her neck. Sugarcoat wasn't fazed, but chose to stop anyway and simply rolled her eyes. Sour Sweet looked over her shoulder to Thomas and the others. They were all confused over what Sugarcoat meant by Sour Sweet being a fan. She turned back to Thomas specifically, then chuckled sheepishly.

"Oh-kay! Maybe I might've been a fan, but I've like tot-ally out grown that kind of stuff." Sour Sweet crossed her arms and sneered at Juniper. "Unlike some people."

Juniper was fuming. The two groups remained silent for a minute. Both sides shared judgmental glares, before Emily decided to break the mold and remain polite despite some hostilities brewing between both groups.

"So, uh… both your schools were suppose to compete in a race of some sort?"

"What gave that away?" Sugarcoat asked. "The endless advertisements announcing when it starts and which schools are competing?"

Emily felt insulted somehow. She didn't like the way Sugarcoat phased her response.

"Actually," Gordon chimed. "Our friends from Canterlot High told us. They also mentioned you were supposedly the best your school has to offer, not to mention rather competitive to boot."

"Not surprising. Almost all CPA students display gifted level intelligence and is considered more important than your above average student."

The Engines and Shadowbolts simply shifted their eyes back and forth between Gordon and Sugarcoat's altercation.

"Well, back where I come from, I am considered far more important than anyone myself, especially some snotty school students."

"Uh-huh? Is that so?" She said, crossing her arms unconvinced.

"In deed," Gordon bragged. "There's no other better than me. Fastest and best and I pull the Express."

"That's a really lame motto," Sugarcoat said, bluntly. "I'd suggest never saying that out in public again unless you enjoy sounding like the hubristic clown you unintentionally let on."

Gordon was taken aback. This girl was completely up front and didn't care who he is, something he did not like at all. Gordon continued glaring at Sugarcoat, now boiling with more anger than when they started.

"And for your information," Sour Sweet bragged, "Crystal Prep Academy has an unbinding reputation. Principal Cadance chose us because we're CPA's top students. And it's because we're the best that we always win everything."

"No, duh. Even though Cadance did also choose us to work on our sportsmanship," Lemon Zest added.

Sour Sweet slouched and grumbled. "Way to undermine us, Lemon!"

"Just know that we're not to be underestimated," Sunny Flare stated.

"So, tell the Wondercolts that we ain't holding back this time!" Indigo Zap said. "The Shadowbolts are bringing their A game!"

"Actually, that's what I wanted to tell you," Thomas said. "You see, Twilight, Sunset and the others have gone off on an important magic quest. They won't be able to participate in the Crystal Race."

The Shadowbolts shared looks of worry to one another. At first, they didn't want to believe him, and write Thomas off as trying to sabotage their team for their friend's benefit. But they were aware of CHS's magic shenanigans. Having to take a trip to solve another magic problem was an excuse they could find believable. Not only were they short one member, but now the Wondercolts were short of all six contestants.

"Um, Thomas," Percy chimed. "I'm not sure you should've told them that. They might not know about Equestria or Sodor."

"How much have you girls been told about our friends' magic powers?" Toby asked.

"Enough to know that Cadance is gonna flip if she finds out the Wondercolts aren't competing!" Indigo Zap said.

"What are we gonna do?!" Lemon Zest said. "The race starts tomorrow and none of our teams are prepared."

Thomas thought about it for a few minutes. He looked back at all his friends, then at the Shadowbolts.

With Twilight and her friends now gone off to save the world, Crystal Prep Academy was without a team to compete against, which means the charity event might have to be shut down. A lot of people who might be looking forward to seeing a good old fashion competition would be disappointed. Thomas didn't like the thought of this possible outcome. After thinking it over, and discerning the likely outcome of their performance regardless, Thomas' idea to their CHS friends earlier sprung back into his head. Even though they've already voiced their reasons against the Engines joining the games, Thomas couldn't help but put it into motion.

He stepped between the two groups and pitched his idea to fix everyone's problem.

"The more I hear about it, the more this charity event seems to mean an awful lot to people who wanna make a difference. Crystal Prep needs a team that'll compete with them-"

"Against," Sugarcoat corrected.

"… Against," Thomas sighed irritably, before continuing. "To raise that awareness for better schooling. I know we promised Sunset that we wouldn't, but we shouldn't just let their race fall apart because our friends are out there fixing our problems."

The Shadowbolts all shared confused, collective glances. Some of the engines, particularly Percy and Toby, looked downcast after Thomas mentioned why their CHS friends were on Sodor. The others haven't caught on to Thomas' proposal just yet.

"What exactly are you playing at, Thomas?" Gordon said.

"The Crystal Race," Thomas said with intent. "I say that the six of us should enter the Crystal Race."

The Engines all gawked over Thomas' proposition. They do recall Sunset telling them not to enter, but now Thomas wanted to anyways so that Crystal Prep has a competing team to help draw interest. Even though the Shadowbolts themselves seemed like poor sportsmen, Thomas showed a willing determination to put up with it, and anything that the Crystal Race had in store. The Shadowbolts weren't impressed, however. Some even tried stifling their grins and retaining a straight face.

Sour Sweet scoffed and chuckled. "You wanna compete against us? As the Wondercolts?"

The Shadowbolts all laughed again, which continued irritating the Engines even more. The Engines thought it be better to debate whether entering a heavy-handed tournament would be a good idea. But seeing the girls laughing at the thought made them think otherwise. James especially had enough of their ridicules.

"Hey! What's so funny, huh?! You think we aren't capable or something?!"

Indigo Zap stepped up to him. "Uh, no offence, but we'd totally cream you all."

"Although the not capable argument wouldn't be ruled out either," Sugarcoat stated.

James was having none of it. "Hah! More like we'd leave you in the dust! You girls don't look so tough. We can win this game with our eyes closed."

"Keep dreaming!" Indigo Zap shot back. "You're gonna need more than that birdbrain to keep up!"

The two soon started butting heads.

"Oh, yeah?!"

"Yeah!"

"Well, I'm the fastest red engine on Sodor! So, I won't have to catch up!"

"Big deal! I can run circles around you day in, day out!"

Toby got between the two riled up teens.

"People, people, please! Let's all try and wind things back a little."

"Aw, what's the matter, dearie?" Sunny Flare taunted. "Too intimidating for you?"

"We have better things to do than run some silly games with the likes of you," Toby said.

"Sure, you do. Like watching cartoons about talking trains for starters."

Toby was fuming, but was true to his words.

"But, Toby!" Thomas objected.

"I'm sorry, Thomas," He stated. "But participating in the Crystal Race isn't such a solid idea. And I wouldn't want to put anymore of us in harms way if I'm being honest."

"Do you even have any athletic, theoretical, or applied experience in any scholarly field to even compete?" Sugarcoat critiqued.

"Uh... I can deliver the mail!" Percy said, optimistic.

"You girls wouldn't even be playing for the charity event itself," Emily said. "All you'd care about is winning over whoever's playing against you."

It was Sunny Flare's turn to be insulted. "Excuse me?! We're not that heartless you know?!"

"Maybe meek little tram engines wouldn't last very long," Gordon boasted, "but I can certainty show these Crystal Prep people what a real champion can bring!"

Gordon and James stepped beside Thomas and stood in a proud stance. Thomas felt glad. Percy, Toby, and Emily, who were just as surprised. Emily hesitantly stepped in next to James and Gordon, along with Percy after looking back at Thomas and Toby, waiting for them to join in.

Toby still wasn't sure. They didn't know what the games were gonna be like or knew anything about being people outside of basic functions. Thomas then rested a hand on Toby's shoulder, shooting him a look of plea. If they're going to enter, they'll need all six Engines in order to qualify. Finally, Toby sighed after thinking it over. Then the two engines stood next to the others. This was a proud site for Juniper Montage. Seeing all the Engines from her childhood TV show standing up for themselves gave her goosebumps.

"Can you believe these people," Sunny Flare pointed. "They actually think they can run against us."

"Not to mention how committed they are to their little baby show act," Sour Sweet mocked.

"What's that suppose to mean?" Thomas said, offended.

"The way you're talking, and dressing in similar colored clothing to those trains. I've heard of fan obsessions, but this just takes the cake."

"How would you know any of that's accurate?" Sugarcoat asked.

Her eyes widened. "W-well, y-you know. You don't actually have to watch the show to see that. It's all common place!"

But Sugarcoat, Sunny Flare, and Indigo Zap didn't appear that convinced.

"Oh, just be quite for once!" Sour Sweet said, bitterly.

* * *

Percy wasn't liking the hostility between the two groups and backed away from his friends, who went on arguing back and forth with the Shadowbolts. In doing so, he found himself standing next to Lemon Zest, who had drifted off from the arguments as well not too long ago. She held onto her pink headphones and jammed out to the loud rock music. Percy didn't know she wasn't listening and went on to talk about their friends.

"Things are getting pretty intense, huh?"

Lemon Zest stopped bobbing and turned her attention to Percy. She paused the music from her phone and removed her headphones, sliding them down her head and resting on her neck.

"What was that?"

"I was just saying that things aren't looking good, for our friends I mean. Who knew a race like this could bring out the worst in everyone?"

"Oh, right. That's why I have my music on." Lemon Zest proceeded to pull her headphones back on, "which I'd really like to get back to if you don't min-"

"I hope Thomas knows what he's doing," Percy said, not paying notice even as he turned his attention to her. "I've never actually competed in a tournament before. I don't even know how far we'll make it in these bodies."

Annoyed, Lemon Zest's pink headphones fell back on her neck. She slouched with disinterest while Percy continued talking, who he believed were having a nice conversation.

"There was this one time we went to an event called the Great Railway Show. And I was supposed to be in the Shunting Challenge but-"

"Are you still talking?" She asked.

Percy felt offended at first. He was only trying to be friendly, but Lemon Zest didn't seem that into it. He thought of simply writing her off for being just as stuck up as her friends, until Percy decided to try something else.

"Um, well… what do you wanna talk about?"

Lemon Zest pulled her pink headphones off entirely and examined them. Then she looked at Percy, who gave her a friendly smile in hopes that it triggered a welcoming response. Lemon Zest loved rock music, but not a lot of people, not even her friends often engaged or even talk about it with her. It was fine not be as invested as she is, but they never seemed to bother showing any interest in what she likes. The little green boy standing beside her, however, seemed more than willing. Lemon Zest shared a friendly smile in return.

"Do you like rock music?"

Percy looked confused. "How do you make music out of rocks?"

"Not that kind of rock." Lemon Zest slaps her headphones on Percy's head, "This!"

Percy didn't know what was put on his head and wanted to take them off. He gripped the ear muffs in preparation to do so, but after hearing nothing being played from this strange headpiece, Percy started to calm a little again. He waited for something to play, but there was nothing to be heard. Lemon Zest eagerly awaited his response, but seeing Percy look at her with his perplexed expression made her impatient.

"Well?"

"Um, I don't hear anything."

Confused, Lemon Zest checked her phone to see what the issue was.

"Oops. My bad! Forgot to hit play."

As she unpaused the music on her phone, the headphones sitting on Percy's head were met with blaring rock music now blasting into his ears. The heavy, post hard rock grunge beats were all too much to take in, too much for poor Percy to even react and take off the headset. Instead, Percy gripped the sides of the headphone's muffs and screamed at the top of his lungs. He collapsed to his knees, still screaming at the intense rock riffs. As far as Lemon Zest was concerned, Percy was enjoying her music just as much as she did.

"YEAH!" Lemon Zest cried in excitement. "Now _that's_ a rocker screech!"

Lemon Zest, waving her horn signed hands, began screaming along with Percy thinking he was crying out like a rock star when really he was in auditory pain. The Engines and Shadowbolts heard their screams and saw where it came from. Thomas quickly rushed over and knelt down to comfort Percy, who had now toned his screaming.

"Percy!" Thomas took off the headphones and chucks them away. "Are you okay? What did you do to him?!"

Lemon Zest catches them on time, but she wasn't happy about it.

"Hey, watch the sets!"

"Why don't you watch who you're talking to!" James intruded.

The other Engines quickly came to their side.

"Why don't you tell your friend to back off!" Indigo Zap barked.

"More like yours," Toby said. "She was the one who tried to hurt Percy!"

"Maybe he had it coming!" Sour Sweet said.

The conversation was getting more out of control. Emily decided not to get involved upon realizing this and stood off to the side along with Juniper, who shared a look with Emily upon doing so. Both girls weren't heated like the others. Juniper held resentment over the Shadowbolts, but not enough to challenge them to a series of games. Emily saw no need to argue further as she's already made up her mind along with her friends to take up Thomas' proposition.

"Guys, it's okay. He was just trying to be friend-" But Lemon Zest was cut off.

"Why would we ever allow a bunch of crybabies into CPA when our friends from CHS should be the ones competing with us?" Sunny Flare pestered.

"Hey! They're our friends too!" Thomas berated.

"The same friends who didn't want you entering because they don't think you're capable?" Sour Sweet sneered.

"Oh, that is it!" James called. "We are going to enter the Crystal Race, and we're going to win!"

"Lot of talk for a couple of punks who probably haven't ran a single tournament in their life!" Indigo Zap said.

"Excuse me?!" Gordon boomed. "I was in the Great Railway Show. And had Victor not forgotten to reassemble my safety valve, I would've won the Great Race."

"Ugh, again with this Thomas act?" Sour Sweet complained.

"It's not an act," Juniper explained. "Thomas, Percy, and the rest, they're from another world where Sodor and talking engines exist."

Sour Sweet chuckled. "Wow! Talk about delusional, am I right?!"

"But what about our friends and their magic?" Emily glared with crossed arms. "Surely, you don't seem to think they're out of the ordinary."

"Few and far anomalies can extend beyond the realm of possibilities including the magic they and CHS posses," Sugarcoat explained. "This one doesn't, however, come close to exceeding any knack of believability."

Percy remained in a lidded, sedated trance, still recovering from the booming music still ringing in his ears. Thomas glared at Sour Sweet and the other Shadowbolts all looking down on him and the others in a patronizing way. Then, he stood back up.

"I was asked to tell Principal Celesita that her school can't compete against you anymore," Thomas preached. "But now, I'll be marching over to let her know that Canterlot High has found new members for the Wondercolts. And everyone at Crystal Prep will see just what us steam engines can really do!"

"Doubtful!" Sour Sweet scorned with rolling eyes. "But please, don't let us tell you otherwise."

Emily still kept watching as the two teens continued yelling back and forth to each other. The Engines and Shadowbolts simply shared glares while enclosing fists. Even Juniper found herself engaging with the Engines and their grimaces.

"Tomorrow at CPA," Sour Sweet continued. "You and your friends are going down!"

"Not a chance!" Thomas shot back. "We're gonna come out on top!"

"You're not gonna be so preachy once you step on the playing field!" She shouted as well.

"I should say the same for the Shadowbolts!"

"Guess we'll find out tomorrow! Not that we already know the answer!"

"We'll see about that!"

"Yes, you will!"

"Good!"

"Good!"

"Fine!"

"Fine!"

And on that, the Engines and Shadowbolts both went their separate ways, all flouncing off in different directions.

* * *

Emily and Toby helped carry Percy, who was well enough to walk on his own but still needed someone to watch over him.

"Those Shadowbolts were awful," Emily said. "How could they be the ones representing their school? I hope not everyone at Crystal Prep is like them."

"Just wait until they see us in action tomorrow!" James complained. "That girl with the goggles has messed with the wrong engine!"

"The Shadowbolts are gonna regret crossing my path!" Gordon said.

"As mean as those girls were, I'm not so sure this Crystal Race business is such a good idea." Toby turned to Thomas, "But if you're sure we'll stand a chance, Thomas, then we're gonna have to work extra hard to stay in the games."

"Most importantly," Emily finished, "We'll win by working together."

Thomas acknowledged them with a determined smile before inspecting his friend.

"That girl didn't hurt you at all, did she Percy?"

But Percy didn't answer, and remained staring at his friend with a blank, wide eyed expression. He dug his pinkie finger into his ear then pulled it out.

"What?"

Meanwhile, Juniper Montage was grumbling to herself. She now shared the same resentment Thomas and the others had towards the Shadowbolts. How could they call them out for not being from another world, to tease her about liking something meant for a different audience. Juniper never felt this agitated in a while. She had an urge to do something about their teasing, until she remembered what Thomas told her.

"I'll show those girls who's delusional."

A fuming Juniper marched up to Thomas, grabbed him by the wrist and tugged him forward.

"Hey, wait!" Thomas objected.

Percy, James, Gordon, Toby and Emily didn't know what Juniper was up to. But they still followed her and Thomas anyways as they exited the empty parking lot of the Ice Cream Dinner.

"Where are we going now, Juniper?" Thomas asked, trying to keep up.

"Come on, Thomas! We're going to make you a movie star!"

* * *

 **To Be Continued.**


	10. Chapter 10: Big Movie, Big Potential

**Synopsis; The girls find themselves in a bit of a predicament. But after a meeting with a new friend, they find themselves back on track when the girl's see just how much Sodor's new Railway system has impacted its engines. Meanwhile, Juniper tries to convince her movie director uncle to hire Thomas for his big movie as the new voice of, well, Thomas!**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 10: Big Movie, Big Potential**

Mavis the quarry diesel was pulling empty trucks down the Mainline back Ffarquar Quarry. She was happy to be busy. But much like half the diesels who were friends with steam engines, Mavis missed them greatly and longed for their return. The Railway just wasn't the same without the steam engines. And though she can be as stern as the next engine, most diesels that've taken up residence on Sodor were a tad too rough and tough for her liking. Mavis didn't have a problem with this, however. She was tough enough to hold her own against any engine. And she was also grateful that not every diesel on Sodor was so aggressive despite the increases of such.

Approaching a track bend, Mavis was surprised to see Dennis with Jerome & Judy. They were lifting D782 Whistler back onto the tracks. She stopped next to Whistler and inspected him from roof to wheels. His entire right side was covered in dirt and scrapes along his wheels from sliding across the grassland.

"Goodness me!" Mavis said. "What happened?"

Whistler stuttered, unable to spew out an answer. Mavis couldn't decipher his mumbling.

"Slow down and explain clearly. What-"

"A-A Steamie!" Whistler cried, cutting her off.

"A steamie? But there aren't any more steam engines on Sodor." Mavis thought to herself, before gasping. "Oh dear."

She scurried off in a hurry with her empty trucks and left Whistler, Dennis, Jerome & Judy to wonder what all the urgency was.

"Oh dear! Oh dear! Oh dear!"

* * *

Meanwhile, Twilight Sparkle, Sunset Shimmer, and the rest of their friends gathered near a siding where Fluttershy had her accident. She had taken off unwillingly during their scuffle with some diesels, and was unable to apply her brakes. Fluttershy ended up speeding down the tracks until veering into a siding where she planted face first into a bank of earth. Her friends managed to catch up and heaved Fluttershy out while Twilight cleaned off any access dirt with her magic geode lantern's telekinesis.

The Girls wondered why Fluttershy didn't just stop, but she wasn't the only one having trouble with her engine form. Rainbow Dash, while trying to save Fluttershy, found that her super speed had suddenly stopped working. One moment she's speeding down the tracks, the next she's falling behind and stopping completely. Unable to move anymore, Applejack had to push her along to meet up with the others, who were now just discovering Rainbow Dash' predicament too.

Sunset reversed back so that Twilight could examine Rainbow Dash's appearance better. Twilight inspected Rainbow Dash from both ends of her engine and inside the cab.

"Nothing seems out of place from what I can see," Twilight said.

"What's wrong with me?" Rainbow Dash asked. "Why isn't my geode making me fast like it was earlier?"

"So, you can't move at all?"

Rainbow Dash strained to nudge herself forward. Her wheels grind and groaned but they wouldn't move. She finally gave up and panted with exhaustion.

"Hmm. Then you couldn't have burst your safety valve."

"Um, a what, Darling?" Rarity said.

"A valve mechanism that inevitably releases steam from the engine's boiler, to prevent a locomotive from over heating and exploding-"

"Did you say explode!" Rainbow Dash's eyes widened.

Everyone else gasped in horrific shock.

"No, nothing that drastic," Twilight corrected. "But if the safety valve's fine, then the only other logical explanation is that Rainbow Dash simply ran out of water."

"Ugh, shoot," Sunset said out loud. "I didn't think about having to refill."

"Does this Island even have any fuel left?" Spike asked. "If they got rid of steam engines, wouldn't they have gotten rid of the water and coal too?"

"I hope not," Twilight said, worriedly. "Otherwise we might have an even bigger problem on our hands."

This immediately made the Girls all wary. How were they to do anything if Sodor doesn't have any coal or water left to supply and give them the means to function? They won't be able to do anything. The thought of it seemed almost jarring.

"But what about Fluttershy?" Sunset asked. "She nearly came off the rails and seriously hurt herself."

"How come you didn't just put on your brakes, dear?" Rarity asked.

"I don't know!" Fluttershy said, still jaded from the ordeal. "I was too scared to do anything. I just, well, I don't know how to do any of that."

"Try thinkin' it like you would when you walk," Applejack said. "When you wanna quit movin', then just don't think about it. That's what I did, at least."

Their advice did little to encourage or even ease Fluttershy. She felt truly awful. Braking came to the others without having put much thought during their scuffle with the diesels. All except Fluttershy. She had no idea how to apply her brakes. Everyone and even Fluttershy understood that if she loses control again, it'll only lead to them getting in more trouble. Then, after looking back at Spike, Twilight Sparkle thought of something.

"I have an idea!" She shared. "Fluttershy, you know when to shut off steam, right?"

"Um, I don't know. I think so?"

"Shutting off steam can help decelerate your speed. And since Spike is a brake van," Twilight explained to the others, "he can couple up to Fluttershy and act as her temporary brakes."

"Ooh, I get it!" Rarity said. "Sort of like training wheels, per say."

"Maybe enough to slow her down," Applejack said. "But I'm not so sure Spike can stop Fluttershy completely in her tracks."

"Then Some Of Us Will Have Take Turns Pulling Her And Spike During The More Important Trips!" Pinkie Pie suggested.

"Oh, um, that's very kind of you," Fluttershy said. "But you don't have to do any of that for me."

"It's not safe for you to travel without learning proper brake controls," Twilight insisted.

"I know, but-"

"You need to be coupled up with Spike, Fluttershy," Sunset agreed. "That much is decided."

Fluttershy looked downcast. She didn't like being the only one having trouble with her brakes. Sunset tried pushing Twilight and Spike back to find a set of points and line him up with Fluttershy. But something made it difficult to seamlessly push the two.

"You don't mind tagging along with Fluttershy for a while, do you Spike?" Twilight asked.

"Not at all!" Spike said. "But what makes you think I have a handle of my own brakes?"

"You can start by taking them off for one," Sunset said, realizing what as holding up the train.

Spike looked down at his locked wheels, then looked back at everyone's unamused stare with a sheepish chuckle and grin.

Meanwhile, Mavis continued scurrying down the tracks until she saw the Girls all parked up ahead. She raised a brow. Mavis had never seen these engines before. They certainty weren't the steamies she was expecting to find. But seeing what type of steamies they were, it made much more sense how they could've possibly derailed a class 40 diesel engine. The Girls heard Mavis' horn as she slowly approached them. Despite her harmless approach, the Girls raised their guards almost immediately upon seeing this diesel.

"Oh, my," Mavis said, seeing them all up close. "What are you all doing here?"

Rarity screamed.

"Another diesel!" Rainbow Dash called.

"What?" Mavis was surprised.

"GET HER!" Pinkie Pie cried.

Hissing steam, Sunset Shimmer, with Twilight Sparkle and Spike, charged towards Mavis with a determined scowl. Mavis began backing away from the on coming engine.

"Wait!" She repeated. "Hold on a minute there!"

But it was too late. Sunset Shimmer's buffers biffed against Mavis and nearly sent her and her trucks flying back. Their buffers meet again with Sunset intending to push her away from the group. But this time, Sunset Shimmer's Geode lantern began glowing. When it did, her eyes turned a pale snow white, as she peered into Mavis' thoughts and memories.

* * *

[ _Mavis arrived at a small junction when she came across two diesels a head of her. It was Western and Skinhead. And, upon getting a clearer glance, Bill & Ben; two twin saddle tank engines who were coupled up to one another and being hauled by Western. Mavis was immediately both confused and shocked by the sight. She quickly trundled over to the four engines._

" _Bill, Ben?" Mavis stopped and spoke to one of the diesels. "Where are you taking them?"_

" _To the docks! All steamies are to be shipped off Sodor effective immediately!" Skinhead teased._

 _Mavis and the twins were shocked._

 _A loud commotion was taking place across the junction. Another fleet of diesels were trying to round up some steamies they caught but with little success. Rosie was fighting back against one of the diesels pushing her down the line by biffing and bumping them away. The other steamies joined in and retaliated against their captors. Mavis quickly caught on what exactly the diesels have intended. Western groaned and Skinhead rolled his eyes._

" _Take care of these two pipsqueaks while we rustle up the restless ones," Western instructed Mavis._

 _Bill & Ben stuttered, feeling insulted. Mavis reluctantly agreed, as Western and Skinhead went to help the other diesels. Mavis rolled onto their track through a set of points then backed into and coupled up with Bill._

" _Don't take us to the docks, Mavis!" Bill pleaded._

" _We promise not to switch your stone trucks with smelly sardines again!" Ben said._

" _You two aren't going anywhere."_

 _The twins were a bit surprised at first. Mavis was determined to get them away from the diesels, and prevent them from leaving. Honking her horn, Mavis snuck off with Bill & Ben away from all the other engines._

" _If we're not going to the docks," Ben started._ " _Then where are we going, Mavis?"_

" _Somewhere no one will think to look."_ ]

* * *

[ _Mavis took Bill & Ben back to_ _Ffarquhar Quarry, the Island's central stone mining site, and ushered them gently and discreetly into her one road carriage shed. Bill & Ben were still surprised by Mavis' actions. Instead of doing what all the other diesels did with steam engines, Mavis was trying to hide them, so they wouldn't be found and taken to the docks to be shipped away._

" _That should do it!" Mavis said. "You both should be safe, so long as you keep quiet and stay put whenever I'm not around."_

" _Thank you, Mavis," Ben said, appreciative._

" _Y-yes," Bill said with relief and gratitude. "Thank you."_

 _Mavis beamed until she heard an unfamiliar diesel horn. Derek had arrived at Ffarquhar Quarry and trundled happily towards the center. Mavis spotted Derek approaching her shed. In a fit of panic, she backs up into her shed's doors to close and block off access, preventing the diesel from spotting Bill & Ben. Derek was confused by this, especially by Mavis' nervous grin as he parked along side on another track. Never the less, Derek returned a clueless smile._

" _Hello! I was told I'd be working at Ffarquhar Quarry."_

" _Oh, uh, yes! You're in the right place, alright. I-I'm Mavis."_

" _Derek's the name!"_

" _Oh! You must be that diesel engine with the teething trouble?"_

 _Derek looked downcast. "So, you've already heard of me, huh?"_

" _Only from the last time you worked on our Railway," Mavis smiled a friendly grin. "We're happy to have you back again, Derek."_

 _This made Derek feel a lot better. There were faint whispering coming from the Carriage shed, prompting Mavis to biff against the doors to silence the two squirming twins. Derek arched a confused brow. Mavis chuckled nervously._

" _Would you be so kind as to get started on rearranging the empty trucks in their proper place?"_

 _Beaming with high spirits again, Derek honked his horn and set off to get the job done. Mavis waited until Derek wasn't within earshot. When she couldn't see him, Mavis had the doors of the carriage shed reopened again to reveal Bill & Ben nestled in the berth._

" _Now," Mavis said, half scolding and teasing. "About those sardines."_

 _Bill & Ben grinned innocently._]

* * *

Sunset Shimmer's snow-white eyes finally flashed back to normal. She snapped back out of her vision, surprised by what she saw. Mavis had no idea what this engine was up to. Twilight Sparkle and the others waited for Sunset to take her out, but she didn't move a wheel.

"What are you waiting for, Sunset?" Applejack said.

Sunset and Mavis kept staring at each other. After interpreting what she saw in Mavis' thoughts to the best of her judgement, Sunset finally spoke up on her behalf.

"It's okay. We can trust her."

"Uh, we can?" Rainbow Dash said.

"Did you read her thoughts, Sunset?" Twilight asked.

"Read my, wh-" Mavis was still confused. "What are you on about?"

* * *

At Ffarquar Quarry, all was quiet. Arry & Bert, two diesel shunters who often work at the Quarry, where nowhere to be seen, as Sunset Shimmer and her friends had already biffed them off the tracks earlier. The Troublesome Trucks and hopper wagons were all stationary. There was no visible activity on the tracks, leaving Ffarquar Quarry unattended.

Mavis entered and rode backwards towards the site and surveyed the area for anyone present. She saw a few workmen who didn't pay any mind to her presence. She traveled all the way to the end of the Quarry, parked her empty trucks, then scurried all the way to where she entered.

"Okay!" Mavis called in a hushed tone. "Coast is clear."

On that signal, the Girls all entered the yard and followed Mavis further into the site. Rarity, Pinkie Pie and Applejack, still hauling Rainbow Dash, all rode backwards while Sunset, Twilight, Fluttershy and Spike followed them and Mavis down on their own separate tracks facing their friends.

"Are you sure about this, Sunset?" Twilight whispered.

"I am."

"Egh," Rarity groaned, inspecting the area. "Why a _quarry_ of all places? Couldn't we bask in the lovely countryside and not inhale all the grungy stone powder?"

"I don't like this either," Rainbow Dash said. "What if she's leading us into a trap?"

"Sunset says we can trust her," Applejack said. "And I trust my friends more than anyone."

"If Sunset thinks Mavis is good," Fluttershy smiled, "then so do I."

Mavis felt offended at first over their accusations. But hearing their willingness to give her a chance made her beam a humble smile.

She had insisted they find somewhere a bit more seclusive to talk. It wasn't easy convincing everyone to follow Mavis to Ffarquar Quarry, but Sunset managed to explain everything she saw through her' thoughts. The Girls were still suspicious, but kindly introduced themselves to this seemingly friendly diesel. And

Along the way, Sunset, with help from Pinkie Pie, disclosed with Mavis their mission to save Thomas, his friends, and all the engines on Sodor from succumbing to the Siren's magic. Mavis had a lot of questions on her mind. While she didn't seem aggressive at first glance, the Girls weren't quite comfortable sharing their mission with Mavis. So, they kept what they could among themselves. But Sunset assured them that Mavis wasn't like the diesels they've encountered.

"So, is there really a magical Siren enchanting all the diesels on Sodor?" Mavis asked.

"Pretty much," Sunset confirmed.

"And you all have magic powers that can stop hers?"

"Yeppers! We've Even Dealt With This Siren Before, So We Know Exactly What We're Up Against!" Pinkie Pie said.

Mavis didn't quite know how to take all this information. Evil seahorse like Siren consuming negative energy, seven steam engines who are really teenagers with magic powers of their own, and the idea of them arriving on Sodor from another dimension were far too unusual for her.

"Why are you helping us, Mavis?" Twilight asked. "Don't diesels have it out for steam engines?"

"Not all diesels are like that. Well, not very lately I'm afraid. But if what you're saying about this Siren is true, then perhaps that could explain some things."

Mavis veered along a few sets of points leading towards her single road carriage shed. Beside the single shed was a two-road engine shed with one buffer at the end of one line looking out to the Quarry, and the other track which keeps on going. Applejack and Rainbow Dash parked inside the two-road shed where buffers were stationed, Pinkie Pie parked next to them, and Rarity parked beside the shed. Sunset and Twilight parked facing Rainbow Dash.

Fluttershy grew nervous upon approaching their stop next. She was now coupled up to Spike, who was more than ready to test out his brakes.

"Ready, Fluttershy?!" Spike called.

She gulped, nervously.

Fluttershy focused deeply on stopping. She shuts off steam to decrees her speed a little. Then, putting in full effort, Spike applied his brakes with a screech and a slash against the rails. Pinkie Pie watched with a happy grin as Fluttershy headed straight towards her. But Fluttershy didn't really come to a stop. She only managed slow down, right as her buffers met Pinkie Pie's, and gave her a slight nudge upon impact. Opening her eyes, Fluttershy was surprised to see Pinkie's beaming face in front of her.

"Wow, Fluttershy!" Pinkie praised. "That Was Almost A Full Stop!"

Fluttershy didn't seem to think so, looking down at her buffers and feeling more dejected.

"Don't forget who's at the helm here," Spike boasted. "I think I might have a knack for this braking thing after all."

Twilight and a few of the girls couldn't help but giggle a little. This didn't make Fluttershy giggle though. She still couldn't stop properly, even with Spike as her brake van. Pinkie helped push Fluttershy and Spike back a bit to sit next to Sunset & Twilight.

"Okay, Mavis," Rainbow Dash said, grudgingly. "You took us all the way out here. Now what?"

Mavis banged against the carriage doors.

"Come on out, Bill & Ben!"

"Ugh, its about time!" A voice complained from with in.

"Hurry up, Bill," Said another. "This shed is all stuffy!"

Mavis moved out of the way, backed into a set of points and stopped next to the shed. The doors slowly hinged open with Bill puffing out, along Ben from behind, who remained in-between the shed's entrance. The Girls were surprised upon seeing the two twins. Sunset's vision was correct.

"Are they there?" Spike squirmed from behind Fluttershy. "I can't see anything from here!"

The twins adjusted their vision from the sun only to notice more steam engines surrounding them, one of which prominently being a grinning Pinkie Pie.

"Uh, Mavis," Bill sniggered. "I don't think you can fit that many engines in one shed."

"Quite right, Bill. There's barely enough room for us, let alone... err," Ben tried counting how many there were. "Six. Or is there nine?"

Sunset and Fluttershy shared puzzled glances.

"That's not why they're here, you two," Mavis said. "They're here to help us. Right?"

Mavis was surprised to see everyone but Sunset's stunned expression when she looked over to the group.

"You, really were hiding two steam engines?" Applejack said.

Mavis looked at Bill & Ben longingly. The Twins do the same, remembering the efforts their friend made to keep them hidden.

"I couldn't just let them take Bill & Ben away," She confessed. "Not knowing what would've become of the poor dears if they did. It's just not right."

Some of the Girls exchanged looks with one another, feeling ashamed for judging her too quick and jumping to conclusions. Fluttershy thought about Henry, and hopped that somehow another diesel might've also been as kind to have him and Edward hidden away somewhere safe.

"Oohh, I do hope you'll forgive our earlier hostilities, Mavis," Rarity said. "Most diesels we've encountered so far have been nothing but absolutely barbaric."

"I don't blame you," She said. "My friends haven't been acting like themselves. And the new diesels have been just as awful. It sure does line up with that Siren's enchantment spell thingy, or whatever you call it."

"They tried to ship us off to sea!" Ben complained. "Right after telling us we were no good! Ugh, the nerve of some diesels, eh Bill?"

"BoCo would've never done that," Bill reminded. "You said he was on Sodor, did you not? When can we see him again, Mavis?"

Mavis sighed, dejectedly. "I'm afraid… BoCo might not be our friend anymore, Bill. I saw him while I was delivering stone to the docks. Something's definitely changed him."

Sunset and the others all knew what that meant. Bill & Ben's mouths hung loose in horrific shock.

"But that can't be true," Ben said, eyes darting the track with uncertainty. "Can it?"

"Your friend may be different now," Twilight Sparkle said. "But at least we have a good idea who's behind the diesel's behavioral fluctuations."

"Oh, we know what's causing all the diesels to act up, alright," Bill stated.

"You do?" Fluttershy asked.

"Of course. Don't we, Ben?"

"That's right."

The Girls listened intently, curious to see if the twins did in fact know who's causing the diesels to act aggressive and argumentative. Bill & Ben shared a sly glance before both engines spoke in unison.

"It's the diseasel!"

"A Whattle?" Pinkie Pie said.

"You know, a diseasel!" Bill said, confidently.

"Coughs and sneezels spreads diseasels!" Ben chanted.

"You had a cough before the diesels came, Ben," Bill blamed. "It's your fault they're here and biffing engines about."

"Is not!"

"Is too!"

Sunset, Twilight and the others looked a bit annoyed watching the Twins bicker back and forth.

"Is not!"

"Is too!"

Mavis tried to break it up with little success. Meanwhile, the air became a little dusty from all the stone emitting powder. A whiff breezed by Pinkie Pie, and made her hold back an on coming sneeze until she finally lets it out.

"Oh, no, Bill," Ben teased. "Looks like it's already spread to one of those engines!"

"Don't be ridiculous, Ben," Mavis said, sternly. "Besides, she's a steam engine."

Suddenly, Pinkie Pie began stuttering and twitching. Her entire engine rattled and shook. The Girls immediately became worried. The pressure gauges inside her cab whistled and blew steam. Attached to wired coil, the gauges sprung out of their place and dangled off backhead. Smoke shot out from beneath her running board. Bill & Ben were just as horrified.

But then, Pinkie Pie started to laugh. This confused everyone. All her valves and pressure gauges reassembled back into their proper place, and the howling whistle stopped altogether. She continued laughing still, revealing that she was actually okay. The Girls genuinely thought Pinkie was in some kind of pain, and were a bit peeved after revealing she wasn't. But they couldn't stay mad at her for long and simply smirked while rolling their eyes, especially from seeing the Twin's dumbstruck complexions.

"Y-You mean," Bill began.

"You're not really infected?" Ben finished.

Pinkie Pie giggled. "Nope. I Was Just Pretending 'Cause I Thought You'd Find It Funny!"

After a second of silence, Bill & Ben broke out into laughter.

"Now this engine knows how to have fun. Doesn't she, Ben?" Bill chuckled.

"Quite right, Bill," He added. "She most certainly almost had us for a minute there."

"So, you two don't actually know who's causing the diesels to act aggressive?" Rainbow Dash said, sternly.

"Alright, relax," Bill said. "We were only messing about."

"If anything," Ben said, "it's only a matter of time before the diseasel gets to Mavis."

"You're right, Ben. What will become of us then, Mavis, hmm?" Bill added for dramatics.

"I won't catch any silly diseasel," Mavis argued. "It's not even a real illness."

"I'm sure BoCo and the others would say otherwise."

"But they would!"

"Okay, Mavis," Ben chuckled.

"Whatever you say," Bill added.

"Why aren't you under the Siren's influence by the way?" Sunset asked.

"I don't know," Mavis said. "I didn't even know there was a creature that can do such a thing until now."

"Maybe she hasn't reached everyone on Sodor yet," Twilight theorized. "Her powers must still be weak from when you last destroyed her gem."

"Let's hope that is the case," Rarity said. "It's sure to make this whole ordeal that much easier."

"I don't get this joke," Bill said.

"What stories are they making up now?" Ben asked.

The twins weren't caught up to speed yet, as they kept looking back at everyone with raised eyebrows. So, the Girls told them everything including a few more details they withheld from Mavis. They laid out everything the simplest way they can in order for the three engines to better understand, including their affiliation with Thomas and the engines of Tidmouth Shed. This definitely took Mavis by surprise, especially Bill & Ben after given the run down on where they came from, why they're here, and the meaning of this whole mess.

Despite their shock, Bill & Ben couldn't help but laugh at the Girls. The Twins thought everything they said about Canterlot High and their magic was just a joke. The Girls were not pleased by this reaction to say the least.

"Did you hear that, Bill?" Ben joked. "These engines are really high schoolers from another dimension!"

"But it's true!" Applejack said.

"And Sunset really is a pony from Equestria," Fluttershy added.

"Oh, yes, a magic pony!" Bill laughed. "Now I've seen everything."

The Girls were annoyed and frustrated with the Twin's teasing, especially Sunset.

"So, I guess you don't want us to save your Island?" Sunset Shimmer fired back.

"How's a couple of engines like you suppose to do that anyways?" Ben asked, unconvinced.

"We… Have no idea," Twilight Sparkle admitted.

"Well, that's assuring," Bill said.

"But you will come up with something," Mavis pleaded. "Won't you? Sunset somehow saw me rescuing Bill & Ben through her lantern. That's enough to for me to believe you girls might have what this Railway needs to set everything right again."

"We'll certainly try," Applejack promised. "Not like this ain't our first tango with an otherworldly creature."

"But the whole traveling to different dimensions part is a first for all of us," Rainbow Dash said. "Now can we maybe start looking to get me refueled first?"

Mavis pulled up to Sunset and Twilight. "If you can, I suggest looking for Sir Topham Hatt. He knows Sodor better than the back of his hand. He can find your friend a water tower."

"Of course!" Twilight gasped, excitedly.

"But didn't Gisborne lay him off?" Rarity said.

"At least that means he's available to help us out," Sunset added.

"Well, Come On!" Pinkie Pie said, eagerly wheeling back and forth. "Let's Find Sir Topham Hatt And Get This Show On The Road!"

The Girls agreed to the notion and prepared to set out.

"One more thing," Mavis called to Sunset.

She stopped in her place and looked to Mavis.

"Make sure nobody finds out about them. Please."

Sunset smiled. "Promise."

"And steer clear from any danger. You don't want Gisborne or this Siren to know what you're up to."

"I'm pretty sure they're already onto us by now," Rainbow Dash smirked.

"See You Later, Bill & Ben!" Pinkie Pie said.

And on that, Mavis Bill and Ben watched the Girls exit the quarry, and off to continue their mission.

* * *

One morning, on the Country of Sodor, Thomas the Tank Engine arrived at Knapford Station to pick up his passengers. Sir Topham Hatt was on his smartphone, waiting for Thomas by the platform when he pulled in with his two coaches, Annie & Clarabel. He puts his phone away in his pocket and walks up to Thomas.

"Good morning, Thomas!" He greeted.

"It certainly is, Sir Topham Hatt, Sir! In fact, aren't days like these just perfect for singing a song?!"

[ _Suddenly, an up-tempo music kicked up and started playing, and people on the platform emerged out of nowhere and began dancing in different synchronized steps._ ]

 **Thomas:** "Blow your whistle it's a brand-new day! We can make tracks if you're going my way!"

[ _The Passengers clapped along in synchronized rhythm._ ]

"Chugging on till we reach our goal. Station to station. Now Let's Roll!"

[ _Thomas and everyone at Knapford Station was dancing along to his song. Even Sir Topham Hatt couldn't keep himself from dancing._ ]

"Oooohhh, the cinch is coming on through on track and on time with a little help from yoooo-ooohu! We're gonna make it there!"

"Fizzling Fireboxes, full steam ahead. Pick up the speed and swerve around that bend!"

"Oooohhhohoo, the cinch is coming on throu-"

"CUT!" Called a voice.

Actors and background dancers all froze. Lights flashed off, camera's stopped rolling, and the music and voice over for Thomas paused. The entire Knapford Station set production all stopped and looked to Canter Zoom, the movie director. He slouched in his foldable wooden chair with his cheek resting on his hand.

"Let's take it back from model Thomas' entrance," He said in his loudspeaker.

The entire movie lot looked strikingly like the front portion of Knapford Station. The only exceptions were lights with reflectors around different spots off camera, ceiling headlights, crewmen with clipboards and sound mixers hidden behind the scenes, and camera's surrounding and pointed at every corner and angel of the front set. Everyone hustled about to get everything back in place. Crew members worked to haul the life size modeled replica of Thomas back in place for the next take. The actor playing Sir Topham Hatt removed his hat, scratch his orange hair, and walked off with an exhausted groan as he went back to look at his smartphone.

"Excuse me!" Canter Zoom walked up to one of the crewmen. "Whose voicing Thomas?"

The Crew Member looked nervous. "Th-the taxi driver who t-took Mr. Keeling to the Cloudsdale filming set."

"You brought in a taxi driver to voice Thomas?!"

"Just as a stand in," He smiled, innocently.

Canter Zoom scoffed and dismissed the crewman, who ran off to continue his job.

"This is not gonna work at all," He fretted. "First the original actor walks out on us and now I'm left with an older sounding Thomas. Ugh! Is there nothing else that can go wrong?!"

"Um, hi, Uncle Zoom."

Canter's eyes widened, almost afraid to turn around. He did so anyways, seeing Juniper Montage and a boy in blue looking awe struck at the movie set. Juniper overlapped her hands and grinned sheepishly, hopping her uncle wouldn't me too mad at her for sneaking on his set. He was, but Canter was also a bit surprised.

"Juniper?! What are you-" He interrupted himself. "Who let you in?!"

"Uh, the guards did," She admitted. "After I told them you needed to see me."

"I knew I should've kept the previous guards," He said to himself, before sternly placing his hands to his hips. "Juniper, you know you're not allowed on my movie sets anymore."

"I-I know. But I'm not here for me. I want you to meet someone."

Juniper Montage then directed her uncle's attention to Thomas, who was busy exploring and examining the Knapford movie set with amazement and wonder. The entire movie studio lot was constructed so accurately, Thomas almost convinced himself he was back on Sodor. It felt bizarre seeing Knapford Station from a person's perspective, especially the large, cardboard stand in of himself, which was to be replaced with computer generated imagery. Usually he's stationed along the platform on six wheels. But now he was physically capable of stepping on the platform itself.

"Wow!" Thomas said in awe. "This looks just like the real Knapford Station! If only my friends were allowed in. They almost won't believe me when I tell them about this!"

Juniper grinned awkwardly to Canter before going over to Thomas still lost in the entire production.

"I don't have time to meet your friends, Juniper," Canter Zoom stressed. "I have a major movie to direct. And with all the set backs we've been having, it's a miracle we've gotten anything done."

"That's why I brought him," She said confidently, standing Thomas next to her. " _He_ , is the answer to all your problems."

Thomas waved blissfully. "Hello!"

Canter Zoom sighed. "Juniper, I appreciate the thought, but I don't think your friend is experienced enough to work on my set."

"But he can be the new voice of Thomas!"

"She's right! I can lend my voice to myselll-" Thomas quickly corrected himself, "I-I mean Thomas, for your big movie!"

"Please, Uncle Zoom!" Juniper said. "At least let him audition!"

"I'm sorry, you two," Canter said. "I know you mean well, but the answer is no. Now, I don't wanna have to kick you off my set again, Juniper. So-"

Suddenly, an older man walked on set, one that made every crew member and even Canter Zoom freeze in place upon hearing his reverberating footsteps passing through the camera set ups and onto the production set.

This man had light, pastel orange skin and wore thin glasses around his walnut brown eyes. He had long, platinum hair tied in a ponytail, and thin, platinum white mustache and beard in a goatee with the mustache detached. He wore a beige, fleece knit sweater over a checkered button up white shirt. A dark green puffer vest, brown chino trousers and umber brown dress shoes.

It wasn't just Canter Zoom who was captivated by the old man walking towards them either. Juniper Montage, after inhaling with complete, utter shock, wore a giant grin on her face upon seeing who it was.

"Oh, my, GOSH!" Juniper said, unable to contain herself. "Is that who I think it is?!"

"Who's that?" Thomas asked.

"Who is that?" Juniper grabbed Thomas by his shirt collar and shook him a bunch. "Who is that?! That's-"

"G. B. Keeling Jr.," Canter Zoom smiled. "So great to see you!"

G. B. Keeling made his way over to Canter Zoom and shook his hand.

"Ah, and hello to you, Mr. Zoom," Keeling greeted, kindly. "Big fan of your work."

"Thanks so much, Mr. Keeling. Glad you could make it to the movie set."

"The studio did ask me to officiate the film's accuracy to my father's stories. So far so good. Knapford looks about right. Although..."

"Although?!" Canter said, anxiously. "What although?!"

"Why are the passengers dressed in such modern clothing?"

"Oh, well," He cleared his throat, "the studio wants the film to take place in a more 'modern' setting. You know, to make it more relatable for kids."

"But steam engines aren't in service around this time."

"There's also no such thing as talking trains. So, I'm sure the audience won't mind suspending their disbelief's."

"That's very unlikely," G. B. Keeling said, crossing his arms.

"Thomas," Juniper whispered, eagerly, "that's G. B. Keeling Jr.! Son of G. B. Keeling Sr.; the man who created you and your stories!"

A wide-eyed Thomas inhaled. "Really?!"

Juniper nodded to no end. Thomas was now suddenly more excited to meet him too. G. B. Keeling overheard the two teens.

"Oh, why hello there," He greeted, kindly. "I see we have a some fans visiting today."

Juniper fainted. Thomas was concerned at first, until Juniper stood herself back up and pressed her palms against her grinning cheeks. She could barely mask her giddy excitement. Thomas looked at her weirdly before introducing himself to G. B. Keeling.

"Hello, Mr. Keeling!" Thomas said, offering him his hand. "It's really nice to meet you!"

"Like wise," Keeling accepted, but then stared at Thomas with narrowed eyes. "Have we met before?"

"I don't think so. I'm not really from around here. Why?"

"Don't know. There's just something about you that seems… familiar."

G. B. Keeling trailed off and kept eyeing Thomas as if trying to decipher him and his voice. Thomas just stood and smiled politely, not knowing why Keeling was so fixated on him. Canter Zoom chuckled, sleepily.

"I'd hate to break up this meeting, but we really need to get back to filming. Plus, my niece and her friend were just about to leave. Now!"

Juniper hunched forward and sighed. Thomas now felt a little sad for Juniper.

"Sorry, Thomas. Guess I couldn't get you in the movie after all. Let's just go."

"Oh. Okay." He waved at Canter and Keeling. "It was nice meeting you both."

G. B. Keeling stroked his chin and narrowed his eyes again. Just as the two were about to walk away in disgrace, Keeling called out to them.

"Wait a minute there, young man."

Thomas and Juniper stopped and turned to G. B. Keeling.

"Could you repeat what you just said to me again?"

Both teens were surprised. Thomas looked to Juniper, who encouraged him to repeat himself. Thomas felt like he was repeating his same meeting he had with Juniper. Never the less, he faced G. B. Keeling.

"Uh, it was nice meeting you both?"

"Hmm," Keeling stroked his chin again. "Now say, 'Bust my buffers'."

"Oh-kay? Thomas raised his brow, before repeating his instruction. "Bust my buffers."

"Fizzling Fireboxes."

"Fizzling Fireboxes."

"Cinders and Ashes!"

"Cinders and Ashes!"

Canter Zoom and Juniper Montage watched Keeling and Thomas grow more energetic with each repeating phrase.

"All aboard to new destinations!"

"All aboard to new destinations!"

G. B. Keeling's jaw hung and his eyes lit up. Thomas didn't quite know how to react at first. Canter Zoom was a bit weirded out while Juniper felt she was about to faint with excitement.

"Perfect!" Keeling wrapped an arm around Thomas and patted his shoulder. "I believe, Mr. Zoom, that you've just found your new Thomas."

"I did?"

"He did?!" Thomas and Juniper both say.

"Well, he sounds the part does he not? He's the one this movie needs to lend Thomas a voice! What did you say your name was again, son?"

Thomas chuckled. "You might find this hard to believe, Sir. But my names' actually,"

Juniper Montage anxiously watched what Thomas was about to do before stepping in and spluttering the first words that came to her.

"Steam Wheeler! It's Steam Wheeler."

Thomas looked at her funny. 'Why did she call me Steam Wheeler?' He thought. Though he knew it was probably best not to reveal himself as being an actual talking engine from another dimension, Thomas didn't see any reason why he couldn't keep introducing himself as Thomas. Maybe it was because of how the Shadowbolts reacted to his name? Juniper stared back at him and hid her arms bashfully behind her back. Thomas wanted to correct her but was distracted when G. B. Keeling continued talking.

"Interesting," G. B. Keeling said, intrigued. "If I were you, Canter, I'd get in touch with the studio right away to inform them of this new casting."

"Bu-bu-but. He's not experienced."

"My apologies." G. B. Keeling raised a cheeky brow. "Did you already have another actor lined up for the role?"

"Well, I don't, but,"

"Then I see no reason why Steam Wheeler shouldn't be given the job. Experienced or no, you won't find any other better for the job at this rate."

Thomas smiled. Canter Zoom didn't know what to do. He looked at Thomas and Juniper, then at all the crewmen, waiting to hear his response. With a tight schedule on his hand and lacking a voice actor for the movie's most important role, Canter Zoom saw no other choice. After a while, Canter Zoom finally lets out an exhausted sigh. Then allowed himself a smile while shrugging.

"Oh, why not." He went up and shook Thomas' hand, "Welcome aboard, Mr. Wheeler."

"Does that mean-" Thomas asked before being interrupted.

"It means you're gonna play Thomas in the movie!" Juniper fangirled.

Overwhelmed with excitement, Juniper Montage lets out an excited cry before quickly covering her mouth to silence herself, much to Thomas, Canter, and Keeling's ear rigging irritation. Canter Zoom crossed his arms and glared at his niece. She looked back at everyone with blushing cheeks.

"Sorry," Juniper blushed.

Thomas was just as ecstatic. He may not know a lot about movies, filming, or the culture surrounding the movie going experience, but Thomas figured this was a big deal. Seeing all these people put so much work into a project must be pretty important. And after seeing the museum and hearing about his own theme park, Thomas was well aware that whatever they had planned for this movie, it had a lot of potential to be big, exciting, and draw in more people to Thomas' adventures.

"I can't believe it," Thomas said in excited disbelief. "I'm gonna be a movie star!"

"Believe it, Steam," G. B. Keeling confided secretly. "'Cause If anyone can save this film, I rooting for you to do so."

"Wait until those Crystal Prep girls hear about this," Juniper said.

Thomas chuckled. "I'd like to see Sour Sweet laugh at me now!"

"Ah, not so fast, Steam," Canter said. "You still gotta go through auditions so that the Studio's okay with the casting choice."

"I guess I can do that. I mean, G. B. Keeling himself says I'm perfect for the role. I bet the movie studio will have to think the same."

Canter Zoom wrapped an arm around Thomas and faced him in front of the Knapford Station set to propose their big project.

"We're taking Thomas in a whole new direction. Kicking off with this new movie where children and adults alike will see Thomas travel all around the world for the very first time."

"All around the world?!" Thomas said, impressed so far. "I've always wanted to travel the world."

"There's more where that came from. The Company's re-branding Thomas for a new generation of fans to adore. It'll be action packed, diverse, gender balanced, full of quips and laughs, and everything that's made Thomas' adventures so enduring through out the ages!"

Thomas was enthralled. This really was a big deal. And now he gets to be apart of it.

"Now I really wanna see my movie more than ever! When do I start, Mr. Zoom?"

"Once we wrap up filming here, I'll take you to our recording booth across the lot and submit your audition to the executives."

It was after hearing this that Thomas remembered his friends were still waiting for him and Juniper outside the movie studio. They weren't expecting to wait this long just so Juniper can convince her uncle and movie director to hire Thomas, but now they might have to wait even longer for Thomas to finish his audition.

"Oh." Thomas looked back at Juniper. "That soon, huh?"

Juniper realized this too, and shot him the same worried look. She even remembered the Crystal Race, and forgot all about Thomas' and his friend's agreement to participate. How were they to do that if Thomas is stuck at the movie studio for the duration?

"Time is time in the movie business, kid," Canter said. "And now that we finally have our Thomas, we'll have to get started right away."

"But, Thom-" Juniper corrected herself. "I mean, Steam Wheeler, is participating in the Crystal Race this week."

"Oh, right," Canter Zoom smiled. "Crystal Prep's hosting a fundraiser, aren't they? I didn't know you were apart of that."

"Is it just for the week?" G. B. Keeling asked.

Juniper nodded.

"Then I'm sure Mr. Wheeler will have plenty of time to participate and record his sessions, will he not?"

"Shouldn't be too big of a problem. And who knows," Canter added. "Maybe having him in the race will offer good publicity and draw more people to CPA's cause."

"I-I guess."

Thomas was still unsure how he was going to star in a movie and be at the Crystal Race. G. B. Keeling sensed some distress, and went up to place a hand on Thomas' shoulder.

"What you're doing for this race is admirable work, Mr. Wheeler. You, your team, and your school should be very proud for all that you're representing. And if I'm right, I'm positive you'll manage to balance out both duties, and still bring a smile to someone who greatly needs it."

Thomas smiled humbly. "Thank you, Sir."

"Alright!" Canter Zoom called out to the crew. "Let's take it from the top people!"

"Yes, Sir!" Each called out and got busy again.

"And you," Canter called to one. "Get in touch with my agent! Tell him to let the studio know our movie has found its new Thomas!"

Thomas and Juniper shared ecstatic smiles.

The Crewmen hustled about to their positions, Actors and background dancers got into place, and the life size Thomas stand in was steaming with smoke, ready to make its entrance. Canter Zoom took Thomas, Juniper and Keeling back behind the camera's and sat in his director's chair. Juniper Montage watched everyone at work. It reminded her of when she used to work on her uncle's movie sets. A small part of her began to feel ashamed again for what she did to lose that privilege. She almost felt ashamed for even being here at all. But after seeing the life size Thomas and his joyful grin staring back at her almost made Juniper forget all that. She soon forgot to feel bad about sabotaging her uncle's last film, and simply smiled at the production being presented right before her eyes.

"This is going to be so awesome! I'm finally gonna see my favorite childhood show come to life," Her eyes shot open then darted at Thomas. "Well, I mean, other than having it stand right next to me, of course."

Thomas crossed his arms and shot her a friendly smirk. Juniper Montage then stood beside G. B. Keeling and gently tapped his arm.

"Can I have your autograph?!"

G. B. Keeling rolled his eyes and smiled, accepting her offer as he took out a pen.

* * *

 **To Be Continued.**


	11. Chapter 11: Two Ways of Doing Things

**Synopsis; The Girls run into a coal and water shortage until meeting with the Railway's former controller, Sir Topham Hatt, who has a plan to help supply them with the necessary means to continue their quest, and liberate the Island of Sodor from the Siren's rule. Along the way, they meet more new faces who may need a little convincing to show the Girl's purpose for being on their Railway.**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 11: Two Ways of Doing Things**

The Girl's visit to Sodor has so far been anything but a smooth start. While some did manage to adapt at traveling on wheels, others didn't catch on as quick to their new steam engine forms. Fluttershy couldn't apply her brakes and needed Spike coupled up to act as her brakes, and Twilight Sparkle couldn't drive so Sunset Shimmer had to tow her around. Worse still, they were running low on fuel, and didn't know their way around Sodor. With many diesels active on the rails, it was difficult to search for any hopper or tower to provide them more coal and water.

* * *

Mavis, a diesel they befriended, suggested they search for Sir Topham Hatt, in hopes that he'll be able to provide some guidance. The Girls agreed and took off down the mainland tracks of Sodor's North Western Railway in search for it's former controller. Some of the Girls were still a bit worried regarding coal and water, however, especially seeing how quick Rainbow Dash used up hers.

"I hope we find some coal and water soon," Fluttershy said. "I wouldn't want to run out and not be able to move at all. The thought of that just sounds scary."

Rarity moaned, nervously. "How ever do our friends function off such resources? They must be constantly having to moderate between how much or how little to use whenever they're on the move."

"Locomotives don't use up all their fuel just like Rainbow Dash did," Twilight said. "Not unless it's for a long trip."

"It must be because of her Geode," Sunset said.

"Her Geode?!" The Girls but Twilight said.

"When Rainbow Dash used her super speed," Sunset explained, "her fuel must've depleted to equal the speed rate Rainbow Dash was going."

"Precisely," Twilight said. "It's likely the more super speed you use, the more water your boiler's evaporating. Which can only evaporate and produce steam if-"

"I waste all my coal and water?!" Rainbow Dash said.

Her and the other were shocked. They didn't realize just how much fuel they might've been using since their arrival. Running out and getting stuck in a predicament where their immobility could potentially lead to their capture frightened the Girls a little. Even Sunset was slightly stressed over this. She knew a bit more in regards to being an engine and didn't like the chances of this happening.

"I wonder if the rest of your geodes have the same affect?" Spike said.

"I don't wanna find out," Fluttershy said, nervously.

"You guys should be fine," Sunset tried reassuring. "It's Rainbow Dash and Applejack I'm more worried about."

"What do I got to do with it?" Applejack asked, confused.

"An engine using that much fortitude would require a sufficient amount of coal to exert enough forward momentum to push heavy loads," Twilight explained.

"So, I've about gone and used up my coal too, is what yer sayin'? Ain't that an inconvenience."

"Hopefully Sir Topham Hatt can help us out," Sunset said.

"Maybe He Can Also Tell Us Why Twilight Can't Drive, Or Why Fluttershy's Having Trouble With Her Brakes?!" Pinkie said. "Or Why Whoever Invented Pizza Decided To Make Pineapples A Topping."

"Would he know anything about that?" Fluttershy asked. "I mean, about our difficulties?"

"Where in hay are we suppose find him anyway?" Applejack asked. "He could be anywhere on Sodor. He _could_ even be off the Island fer all we know."

"Fluttershy can ask the local wildlife if they've seen him," Spike suggested. "There's gotta be tones of animals on Sodor. Odds are one of em might've seen him. Maybe even, oh I don't know, a squirrel? Just throwing that out there."

The Girls arrived at Dryaw Station in midst of their conversation. The station was next to an airfield, with a single large airplane hanger and various work shelters. It consisted of two platforms connected by a footbridge, with the western platform having a station building. Upon approaching the station, Rainbow Dash spotted someone sitting on a bench with their arms resting on their knees and back hunched forward in dismay.

"That won't be necessary," Rainbow Dash said.

* * *

Everyone else looked and saw to their surprise, Sir Topham Hatt. He was without his black top hat and tailcoat, and looking overtly troubled. Fluttershy biffed softly against Pinkie Pie's buffers, as her and her friends came to a steady stop by the station platforms.

"Sir Topham Hatt?" Twilight Sparkle said.

Sir Topham Hatt heard his name and was a stunned to see four, oddly colored steam engines and a brake van parked along the platform, along with the other three over on the other track. He almost didn't recognize them at first. It took Sir Topham Hatt a second to discern their presence, then another to realize these weren't just any ordinary steam engines. These engines were from another world; a world where they're teenagers with magical powers.

"Oh, it's you! But… whatever are you girls doing on Sodor?" He then became stern. "Wait! Do your parents know you've crossed over into another dimension?"

The Girls shared sidelong glances.

"We Came To Stop The Siren From Turning Everyone Into Nasty, Meanie, Grumpy Heads By Conjuring Enough Negativity To Fuel Her Magic Gem And Turning Sodor Into A Continual Cycle Of Badness, Arguments, and Anger In Order To Keep All The Magic She Gains From Spreading Hatred!" Pinkie Squeed.

A dumbstruck Sir Topham Hatt scratched his head and turned to Twilight, hoping she could elucidate their purpose.

"Um, what she said," Sunset smirked.

While meeting the girls on Sodor was a nice surprise, Sir Topham Hatt still felt dismayed over his engines being sent away.

"That's very kind of you all," He said, sitting back down on the bench. "But I'm afraid there's not much you can do now. Director Gisborne has already made too many changes to the Railway. I imagine all my engines will be scrapped before we can get to any of them."

"You don't know that for sure," Sunset said. "We managed to save Thomas and the others. So there's still a chance the rest of your engines will be okay."

Sir Topham Hatt eagerly jumped back on his feet.

"Wait, you mean, some of my engines are safe?!"

"As safe as they can be," Rainbow Dash boasted. "They're kicking it back in Canterlot right now. Nobody from this world can get to them even if they tried!"

"They're waiting for us while we try to solve this magic problem. Everyone… except… two," Fluttershy nearly whimpered.

Sir Topham Hatt wondered what she was so upset about. The Girls clarified Thomas' and the other's location before explaining Edward and Henry's absence.

"Oh, that's right. He doesn't know yet," Rarity said. "Poor Edward and Henry were caught by Diesel and his gang of riff rats when they tried to escape with Sunset yesterday."

"Oh, dear." Sir Topham Hatt couldn't believe it.

"But you can be sure as the cows come home we'll be brinin' 'em back before the rooster clucks to the morning sun," Applejack assured.

"Thank you… Uh, I think?"

This managed to relieve Sir Topham Hatt of some stress from thinking about his engines, and how long before their inevitable doom arrived. Knowing the whole ordeal prompted even the high school girls with magical powers to travel to Sodor, perhaps there really was something more behind this whole dieselization. But the Girls saw that he was still distressed by the whole thing, especially after hearing about Edward and Henry.

"Listen, everyone," Sir Topham Hatt explained. "I do appreciate your eagerness, but trying to interfere with Gisborne's Railway is not the proper thing."

"How about letting a Siren that's taken control of Gisborne take over your Railway?" Sunset added.

"This Railway belongs to you, Sir," Applejack said. "Thomas and the others are countin' on us to put it all back together."

"I don't know," He said, unsure. "This is quite a dangerous task you've all put upon yourselves."

"Uh, yah, it is!" Rainbow Dash said, enthusiastically. "If it were that easy, I'd have bored myself to sleep by now."

"But having someone navigate the rails, and supervise our engines would make this mission that much easier," Sunset added.

"What we're asking for is your help, Sir," Twilight Sparkle chimed. "For us and your engines."

"Ah, come on," Spike said. "Please?"

"Please, Please, Please, Please, Please, Please, Prrreeettty Pleeeaaasss?!" Pinkie Pie begged. "There's A Cherry On Top In It For You!"

Sir Topham Hatt was a bit apprehensive. Going with the Girls would be going against the Railway Company by means of sabotaging Gerard Gisborne's authority. He wasn't so sure if he should be braking that many regulations. But with Twilight, Sunset and the gang on Sodor, perhaps there was a way they could set things to how they were once again. He was still confused about the Siren's involvement. And even though he'd be undertaking a risky venture, Sir Topham Hatt did not want to lose his Railway or his tutelage. Most of all, it was well worth it to save his engines.

After looking back at everyone, Sir Topham Hatt gave a slight nod of assurance and smiled with determination.

"Alright," He said with intent. "Count me in!"

The Girls beamed and murmured to each other in excitement.

"Now, I see the portal has made you all into steam engines. That's going to complicate things a bit, but we can find ways to work around it." He examined their basis while stroking his chin, "How are some of you getting along with that, by the way?"

"Well…" Twilight lingered. "That's kinda, sorta, the reason we had to find you, actually."

Sir Topham Hatt looked around the station then faced the Girls again.

"We best set out before people start becoming suspicious."

The Girls agreed, looking around and noticing people gazing at the inconspicuous steam engines taking up the tracks. They were aware that diesels were the mode of transportation Sodor operated on now, so seeing steam engines still out in about confused a lot of passengers.

* * *

Sir Topham Hatt knew just where to find a water tower and coal hopper. It was too risky going to a shunting yard, so he took the Girls along the mainline where they eventually came across a coal hopper on Crosby. Now that one was found, there was still the question of whether or not it was full enough to replenish all seven engines, or if it's even filled with any coal at all.

Sunset Shimmer volunteered to go first. Her and Twilight pulled towards the steel tower and stopped underneath the hopper's chute. Sir Topham Hatt got out in order to operate the steel tower. To their relief, the coal tower was still operational. The coal chute then dispensed a cascade of coal which filled up Sunset's tender. Since Twilight hasn't had a chance to use her water or coal, there was no need to replenish her tank. So, Rainbow Dash and Applejack went in after, chuffing past a set of points and parking underneath the chute. Rarity watched as the coal finished filling Applejack's tender. Black coal powder billowed from her tender, followed by a strong smell that filled their vicinity.

"Yech," Rarity shuddered. "On second thought, darlings, is it really necessary to fill up with coal? I'm sure I'll fair just fine on water if you don't mind me."

"Not possible, Rarity," Sir Topham Hatt instructed. "Water can't produce steam unless you have coal burning in your firebox."

Rarity scoffed. "But, it's all so grungy and ashy and impossibly unkempt. How will I ever wash out any powdery residue that clings to my tender?"

"For Pete sake, Rarity!" Applejack reprimanded. "You can deal with yer cleanliness after we're done saving the world. Now get yer tender bunkered with coal already."

"Hmp," She snooted. "Fine. But I won't like it."

Rarity begrudgingly pulled under the coal hopper and winced when the load of coal cascaded into her tender. Fluttershy reluctantly went in next. After she was finished, there was now no more coal left in the hopper. The Girls worried if Pinkie Pie can mange fine until she eagerly and nonchalantly assured them of such.

Now that they were restocked on coal, the next step was to find a water tower. Sir Topham Hatt took them to the nearest one not far from the hopper. Rainbow Dash was shunted next to the tower by Applejack. Sir Topham Hatt got out again and climbed the ladder to make sure there was water left. There was, but just barely. Sir Topham Hatt then climbed back down only to find that the spigot arm, covered in a purple magical aura, was now moving on its own. Twilight used her telekinesis to line up the tube just right, then used her magic to pull the chain and disperse water into Rainbow Dash's tender.

"Amazing!" Sir Topham Hatt praised. "Seeing your moving magic in action truly is a sight to behold."

"It's actually called telekinesis," She said. "But yes, my Geode Crystal allows me to move all sorts of things!"

"Now that is really useful in deed."

"If You Think That's Really Useful," Pinkie Pie said, "Then You Should Definitely See What I Can Do With A Whole Desert Menu!"

"Let's just say you can never have any sweets around Pinkie Pie without being splattered in chocolate or cake batter," Sunset joked.

Sir Topham Hatt rubbed his head. With Rainbow Dash filled with water and coal, she was now free to move on her own again. Twilight uncoupled her from Applejack, and an eager Rainbow Dash let's off steam and pulled out to make way for Applejack to pull in next to the tower.

"And you all have your own special gifts too, correct?" Sir Topham Hatt asked.

"Sure do! Rainbow Dash can move faster than any normal speedin' train," Applejack said before switching to a stern tone, "Not to say it's the reason how she ran low on fuel in the first place."

"Y-Yeah," Rainbow Dash chuckled, though with a tint of self-depreciation. "But It won't happen again."

"Remarkable!" Sir Topham Hatt said before turning to Spike. "And how about you?"

"Aside from being able to talk?" Spike pondered before speaking. "Uh, how's balancing a treat on my nose sound?"

Everyone laughed then went on to explain their powers to Sir Topham Hatt, either by demonstrating or informing what their magic geode lanterns can bestow as well as their magic.

Just then, a robin and a blue jay flew towards Fluttershy and flapped in front of her, both singing in their chirps. Fluttershy and her friends knew who these particular birds were. They were happy to see Mr. & Mrs. Birdie return after being asked to locate Henry and Edward.

"Mr. & Mrs. Birdie!" Fluttershy gasped. "You're back!"

The two chirped to Fluttershy.

"It's so nice to see you too! Did you find Edward and Henry?"

The Girls waited while Fluttershy communicated with the two birds. Their chirping prompted Fluttershy to beam the more they told her of their findings.

"You did? They did it!"

The Girls cheered with excitement.

"Henry and Edward are both at," She paused to hear them tweet again. "Um, Ulfstead Castle?"

Rarity inhaled deeply with eyes lit up. "There's a castle on this island?!"

"Ah! That's where the Earl of Sodor's estate is located," Sir Topham Hatt said. "And where two of my faithful steam engines are being kept from the sounds of it."

"Will this Earl mind our intrusion at all, Sir?"

"The Earl and I are good friends, Rarity. He won't mind us paying a visit whilst he's away on important business."

"Why would the diesels keep Edward and Henry at a castle?" Twilight Sparkle asked.

"Who cares?!" Rainbow Dash said. "Let's go there and bring them back to Canterlot! Now that I'm refueled, it's time get on some open tracks, and kick some diesel butt!"

"To Alfred's Castle!" Pinkie Pie cried

"Ulfstead," Applejack corrected.

"Potato Tomato."

* * *

Ulfstead Castle was once home to King Godred in the olden days before Railway lines were the norm of the Sodor. Now, the castle is part of the estate owned by Sir Robert Norramby, the Earl of Sodor. Ulfstead Castle is also home to The Estate Railway, a dual-gauged tourist railway near the Castle. The estate's rails run through the castle, most of which consist of dual-gauge tracks to support narrow gauge and standard gauge engines. The castle has its own park area, a Dinosaur Park attraction, and its own station. The narrow-gauge lines connect to the Skarloey Railway, while the standard gauge lines connect to the North Western Railway at the end of Ulfstead's Branch Line.

The Girls and Sir Topham Hatt arrived at the Castle, climbing up the steep hill and chuffing past the steel bar gates to the estate. The Girls were already impressed upon entering. It wasn't until the castle itself came into view did everyone gasp with aw and jaws dropped. Rarity stammered and stuttered at the sight of Ulfstead Castle. The rest were just as engrossed. Sunset was impressed, but it was no royal Canterlot Castle back in Equestria. She simply smiled at everyone else's stunned amazement.

"Well would you look at that," Applejack commented.

The Estate Railway's primary junction housed enough tracks to fit the whole gang, as well as to switch over onto different lines. There were also two long platforms for standard gauge engines and one small platform near the estate building. The Girls continued chatting and envying the scenery upon entering the junction.

Sunset Shimmer and Twilight Sparkle parked in the middle line near a set of buffers, Pinkie Pie stopped behind Twilight, Applejack parked next to the platform with lamp posts, Rarity and Rainbow Dash parked along the other platform, and Fluttershy with Spike came to a screeching halt on the other side where the smaller platform was.

"Eh, why are we stopping?" Rainbow Dash asked.

Sir Topham Hatt climbed out and made his way towards one the platforms.

"Since we're here," He explained, "I'm hoping Sir Robert won't mind if I make a few calls on his telephone. I'm hoping I can order us a shipment of fuel and spare parts in case of an accident."

"Great idea, Sir!" Twilight said. "That way we don't have to worry about foraging for more water and coal."

"Only, how are we suppose to get a hold of these if you're no longer this railway's controller?" Sunset asked.

"Trust me, Girls, everything will work out fine as long as they don't suspect anything."

They weren't so sure, but the Girls went along with it and trusted Sir Topham Hatt as he reached the platform Fluttershy and Spike were stationed. Just then, they heard a steam whistle from behind the Earl's estate. Millie, a narrow-gauge engine, rolled up and stopped along the platform carrying trucks full of garden waste. She cheerfully greeted Sir Topham Hatt and the new engines, despite being surprised to see this many steamies on the Island.

"Aww!" Rarity said. "Look how tiny this engine is! She's so adorable!"

Millie looked quite annoyed by this.

Sir Topham Hatt asked her if he can use the Castle's telephone to make a few calls. Millie kindly agreed and allowed him to hop aboard her cab. Sir Topham Hatt instructed the others to wait for his return, promising them he'd check for Henry and Edward. The Girl's reluctantly agreed, not understanding why they couldn't simply go in and search for their friends themselves. Perhaps the inside wasn't big enough to house all seven engines. Millie chuffed towards the Castle's drawbridge with Sir Topham Hatt, leaving the Girls to squander in the Estate Railway's junction.

"I thought Edward and Henry were suppose to be here?" Rainbow Dash said, impatient.

"They are," Fluttershy said. "At least, that's what Mr. & Mrs. Birdie told me."

"You did provide specific details so they can spot them easily, right?" Sunset asked.

Fluttershy's face flushed red. She had only asked them to find two engines named Edward and Henry. Nothing more. Fluttershy darted away from her friends with pure embarrassment.

"Fluttershy," Rainbow Dash said, sternly.

"Um… oops."

Some of the Girls groaned in frustration.

"Oh, gosh. I'm so sorry, everyone!" Fluttershy said with extreme remorse. "I just, well, I don't know what I thought."

"So, we came all the way up here for nothin'?!" Applejack said.

"I wouldn't say _all_ for nothing, darling," Rarity said.

"She's right," Sunset said. "We are getting more fuel out of this. Hopefully, anyways."

"Actually," She said, confidently. "I was thinking of indulging myself the opportunity to explore Castle Rareté once Sir Topham returns with the good news."

"Castle Whattah?" Pinkie Pie raised a brow.

"A castle fit for a fashionista. With a lot of touch ups here and there, this bastion will be the most well defined, and luxurious fashion attraction!" She emphasized with a French accent.

"You know somebody else owns this estate, right Rarity?" Twilight reminded.

Rarity sighed, wistfully. "A girl can still fantasize her royal, fashion castle."

Everyone rolled their eyes and smiled, except Fluttershy, who still felt awful for upsetting her friends. The Blue Jay and Robin must've gotten their engines mixed up and mistaken two engines for the ones she asked them to find. Her friends stopped fussing over this confusion and started feeling a bit sorry for Fluttershy. Twilight saw how distressed she looked and tried reaching out to Fluttershy, but was interrupted when Pinkie Pie brought up a point.

"Wait! If Henry And Edward Aren't At The Castle," She said, "Then Who Did Fluttershy's Birds Find Instead?"

* * *

The castle's drawbridge remained open after Millie and Sir Topham Hatt entered. Following this, the Girls heard three whistles go off one after another. Puffing out the castle through the drawbridge were two, green great western tank engines, with one pulling a brake van, and one black, Scottish tender engine.

The steam engines were Duck, Oliver, Donald, and Toad the brake van. The three spotted a group of steamies sitting in the open junction and chuffed their way over to meet the new faces. Sunset Shimmer and the others saw them chuffing over too, all baring friendly and polite smiles.

"Who is it, Mr. Oliver?" Toad asked.

"It's a bunch of steam engines, Toad," Oliver said, cheerfully. "And a whole lot of them!"

Duck, Oliver and Toad reached one of the platforms, with Duck parking on the same line as Fluttershy, while Oliver and Toad parked on Rarity and Rainbow Dash's line. Donald made his way across and stopped on Applejack's line. Twilight uncoupled herself from Sunset Shimmer, who proceeded to chuff over and slinked onto another line through a set of points, and stopped between Twilight and Applejack. Now Twilight had a better look at the castle, as well as the three new engines now station in front of them.

"Well, hello!" Duck greeted. "What brings a couple of engines like yourselves to Ulfstead Castle? Were you purchased for the Earl's Railway Museum too?"

"Uhh, not exactly?" Sunset Shimmer replied.

"What do they look like, Mr. Oliver?" Toad asked. "I can't see anything from back here."

Toad was coupled up to Oliver facing away from the group of engines.

"They certainly have swanky boiler designs," Oliver described. "Especially that rainbow pattern. That must take forever to apply!"

"I know!" Rainbow Dash boasted. "Pretty awesome, huh?"

"Err, do forgive us, dears," Rarity spoke, "there seems to be a bit of a slight misunderstanding."

"We're not here for the Museum. We're looking for some friends of ours," Twilight Sparkle inquired, off the bat. "Have either of you seen two engines named Edward or Henry? We were hoping they might be at this Castle."

"Edward an' Henry?" Donald raised a brow. "Are they still on Sodor?"

"Nobody but us, Millie, Stephen and Glynn at the moment I'm afraid," Duck said.

Fluttershy looked downcast. Despite her new bird friends not being able to recognize him, she was still hopeful that Henry could still be hiding out at Ulfstead. But it seems the engines Mr. & Mrs. Birdie spotted were just the three that where here.

"Far as we know," He continued, "they were shipped off the island along with the rest of Sodor's steam engines."

"Not all of them. There were a few that escaped before the diesels came," Sunset explained, delicately. "Edward and Henry were captured when Thomas and a bunch of us tried to escape."

"Oh, dear. Well, that's that then. Sorry, ladies, but I can't imagine you'll have any luck reaching them at this point."

This didn't sit well with anyone. Hearing Henry and Edward aren't likely on Sodor anymore made the Girls feel worse about their chances. Donald appeared especially troubled from over hearing this, and continued eyeing the tracks beneath him in a distraught manner. Despite their feelings, half the Girls weren't that easily swayed.

"Hey!" Rainbow Dash protested. "We're not gonna give up on them just like that! They're still here somewhere. They just gotta be!"

"So then you guys must be here for that train museum?" Spike asked.

"That's right," Oliver said. "We're being prepped for the Earl's Railway Museum!"

"We shouldnae be put on display in the first place!" Donald complained. "We should be oot there, workin' an' bein' really useful like we always are!"

"I know, Donald," Duck said. "But the Railway Company doesn't want steam engines working on Sodor anymore. If we're to be put on display, then that's where we have to be."

"But Donald's right," Applejack said. "Ya'll shouldn't be in a museum. You belong out on the tracks."

"Hah! See? The lassie knows what I'm sayin'."

"It is a shame to no longer be working anymore, really," Oliver reflected. "But it beats sitting in the scrap yards again."

"Easy for you tae say," Donald grumbled. "Me brother Douglas wasnae so lucky, was he?! The Earl could only buy one ae us, and so they sent Dougie tae the scrap yards over on the mainland."

"Oh, my," Fluttershy said, concerned. "Do you know if he'll be okay?"

"I cannae bare tae think aboot it. Honestly, ye leave yah homeland Scotland tae avoid bein' scrapped, only tae be flung back in the same muckled mess we weres tryin' tae get away from in the first place!"

The Girls were saddened by this news. The Scottish Twins, Donald & Douglas have always stuck together. And even though they sometimes argue, they'd never dream of being separated from one another. That's why the Twins moved to Sodor, so they could avoid being scrapped back on their old Railway. But now, one of them was sent away to sit in a scrap yard, waiting for the inevitable.

"What did ye lassies say yer names were, by the way?" Donald asked.

"Oh, right," Twilight went a head first. "I'm Twilight Sparkle."

"Err, Twilight," Oliver glanced over at Duck, giving him the same perplexed look. "Sparkle?"

"And I'm Sunset Shimmer. Nice to meet you!"

"Sunset... Shimmer?" Duck said.

Sunset introduced the rest of her friends, much to Duck, Oliver and Donald's puzzlement over hearing their unusual names.

"You girls sure do have funny names," Duck said.

"They must live much further away from Sodor," Toad said.

"Well, what about you?" Sunset Shimmer asked. "Who are you guys?"

"Well actually, my name's Montague. But my friends like to call me Duck because some say I waddle."

Rainbow Dash scoffed and joked, "And we're the ones with funny names?"

"Wait, you're Duck?" Fluttershy said.

Duck raised a brow. "Uh, that I am?"

The Girls exchanged looks with one another. They knew of Duck from the time Sodor was being torn apart by the magic Gold Dust's corrupted power, which started turning everything into hollow husks by knocking them out and tearing away their being. Duck was one of the many engines to have fallen victim to this, but he didn't seem to remember the ordeal based on his puzzlement.

"Weren't you the one Thomas said turned into a husk before?" Spike said.

"A what?" Duck arched a brow.

"You know," Twilight said. "Dark, looming, slithery shadow that tears away your being inch by inch?"

"Conquered by Gold Dust to render anyone dizzy and unconscious?" Sunset added.

"If you're referring to when I got lost delivering the Flying Kipper that one time," Duck argued, "then I'll have you know that was simply just a manner of temporary displacement."

"But why did Henry find you parked on a siding?" Oliver asked. "And rotting away with your cab roof missing and couplings detached?"

"I told you, I was tuckered out, Oliver! I would've known if I'd blacked out and turned into rust." Duck then eyed the Girls suspiciously, "And in any case, what business does Thomas have for telling you all that for?"

"Do you girls know him well or something?" Oliver chimed.

"Yeah?" Duck inquired. "Didn't I hear one of you say something about Thomas and the others escaping the Island with you? Where to exactly if you beg my pardon?"

Now the Girls wondered if they should tell these engines where they're really from, and why they're on Sodor to begin with. How much would they already know about their world, and the railroad that leads to it? Seeing no way around this conversation, Sunset and Twilight agreed to explain their reasons for being here, along with everything else. They started from when Thomas first came to Canterlot High, why he traveled there, and what followed after when the other engines traveled through the Magic Railroad. Duck, Oliver, Toad, and Donald were boggled to say the least, especially when realizing these girls were high schoolers and a unicorn pony that possessed magic powers through either song or their Geode Crystals, which stood as regular lanterns in their place.

At first, Duck, Oliver and Donald looked dumbstruck. Sunset, Twilight and the others weren't prepared for their reaction until the three engines began rebuffing their claims. This only managed to upset and embarrass them.

"I believe in a lot of things," Donald said, "but a'm not sure aboot a couple ae lassies from another world, wieldin' magic powers, and that yer actually high schoolers, a wee doggie, an' a unicorn from a land ae ponies?!"

Duck chimed in. "Not to mention traveling through 'magic' buffers that really haven't been used in ages?"

"You asked," Sunset said.

"But It's True!" Pinkie Pie defended. "Just Ask Thomas, Or Percy, Or Anyone! Okay, Maybe Not Everyone, But Even Thomas Will Tell You It's True!"

"I believe them," Toad said.

"You do?" Fluttershy smiled.

"Sure I do! You girls seem pretty nice. I can't imagine why you'd be making this up."

"You'll have to excuse Toad," Oliver said. "He gets a bit carried away sometimes."

"No, I don't! I really do think what they're saying is true."

"How 'bout you let the brake van believe what he wants!" Applejack defended. "Because what we're sayin' is the honest truth."

"Alright. Prove it then," Duck challenged. "If you girls have magic powers, then demonstrating 'em shouldn't be much of a chore."

"Good idea, Duck!" Oliver said. "Show us whatcha got!"

"Aye," Donald laughed still. "Pull a rabbit out of yer funnels, or make flowers bloom from yer water tanks!"

Sunset Shimmer and Twilight Sparkle shared unamused, sidelong glances. Then, after eyeing her geode lantern, Sunset had an idea and insinuated Twilight to give it a shot. Twilight's magic lantern glowed a bright purple as she squinted her eyes in concentration. Suddenly, a wide-eyed Toad found himself covered in a purple, sparkly magical aura.

"Um, Mr. Oliver?"

Then, with a heave and a grind, Toad found himself lifted off the tracks.

"Toad?" Oliver said. "What's going on back there?"

To Duck and Donald's surprise, a screaming Toad was now floating above and behind Oliver. Terrified at first, Toad tried to calm down when he started rotating around to face the entire junction. The Girls watched as Twilight used all her might to keep Toad steady so as to not drop him. Toad was now facing everyone, getting a first glimpse of the new visitor's and Twilight's bright, glowing lantern.

"Look, Mr. Oliver! I'm flying! I'm flying!

Oliver was too flabbergasted. "I-I-I can see that, Toad! Can you come down now, please?! I'd very much prefer if you were on the tracks again."

"Whee!" Toad giggled.

Gently and carefully, Twilight Sparkle used her magic to lower Toad back down on the tracks, but instead places him on her line and next to Oliver, so that he can properly face and talk to everyone directly. Duck, Oliver, and Donald's jaws hung open. They could not explain at all what they've just seen. Sunset, Twilight, and the others all wore boastful smiles from seeing the three engine's stunned expressions and Toad's ecstatic grin.

"How did ye dae that?!" Donald asked.

"With Her Geode Crystal!" Pinkie explained. "Each Of Our Crystals Can Do All Sorts Of Many, Wonderously, Spectaculously, Amazing Things!"

Just then, Sir Topham Hatt returned aboard Millie, who stopped to let him off at the platform before reversing back into the Castle.

"Well, everyone, I have good news and bad news," He began.

"Bad news first!" Fluttershy said, abruptly. "Bad news first!"

"Oh, I think you'll want to hear the good news, Fluttershy," He chuckled, "because I just ordered us a shipment of spare parts, coal, and water!"

The Girls couldn't believe it. They were so pleased they let out small, collective cheers. Duck was a bit surprised. Was Sir Topham Hatt helping these engines?

"If that's the good news," Twilight said, cheerful. "I can't wait to hear how the bad news is suppose to mitigate what we just got."

"Well, that's just it," Sir said, rubbing his back head. "In order to collect this shipment, we'd have to travel over to the Mainland."

"What about the parts?" Rainbow Dash asked.

"That, I'm afraid, won't arrive until the end of this week. It's being delivered by boat, so you'll have to be extra careful running the rails until they arrive."

Twilight's spirits sunk after holding a beaming grin for a few seconds upon realization. With how rough the diesels were becoming, it was a wonder if keeping true to this was gonna be possible. And now they had to leave Sodor to pick up fuel needed to keep going. The other girls felt anxious trying to process it, all except Sunset Shimmer, who didn't look that intimidated or worried over the notion.

"Uh, Sir?" Duck said. "Is everything Sunset Shimmer saying true? Are you really going up against Director Gisborne?"

Applejack groaned. "How many times do we gotta spell it out for yah?! It ain't that hard to understand. Even Thomas caught on quicker than you knuckleheads."

"We're all in this together, Duck," Sir Topham Hatt confirmed. "Gisborne isn't really running things here. It's some creature from their world called a Siren."

"Ye mean like those flashin' lights things the policemen have on his vehicle?" Donald asked.

"Not quite, Donald," Sir sniggered.

"And she's technically not from our world," Rainbow Dash corrected.

"So, what?" Donald joked, "they from that pony land too or somethin'?"

"Actually," Fluttershy said. "She is."

Duck, Oliver and Donald were a bit surprised. These Girls were seriously committed to their claims. Duck still bared some suspicion while inspecting everyone. He knew their magic was real from seeing it in action, but what do a bunch of high school girls have to offer that can stack against this entire diesel revolution. It was one thing to use magic against a formidable opponent, it was another thing to revolt against an entire company.

"Why did you girls come all this way just to help Thomas and the rest of us steam engines?" Duck asked. "Doesn't seem like any of your business if you really are from a different world."

Sunset Shimmer edged forward a bit. "We care about our friends too much to just leave them in any danger, especially one so fatal as this. Thomas is our friend. He's one of my best friends, actually. And I'd risk anything for my friends; all of them. We have the power to save them and your Island, and that's exactly what we plan on doing."

Oliver, Duck and Donald shared a few collective glances, thinking about what Sunset said.

"And if any of us should get our fuel," She continued, "I'll be the one to do it."

"The coal and water is waiting to be pick up at the Other Railway," Sir Topham Hatt explained. "It'll take a full day's trip to get there and back."

"Oh, Sunset," Fluttershy worried. "I'm not so sure about this. How will we manage things without you? Or worse, how will you manage without us all alone?!"

"She's right!" Twilight said, anxious. "I still haven't learned how to drive yet! I won't be able to do much here without you."

"Ye don't know how to drive?" Donald said, surprised. "Are ye engines daft?! Ye cannae parade along the tracks without knowin' proper basics."

"Twilight," Sir Topham Hatt said, sternly, "it's important that you know how to drive if you're to continue adding our friends in these difficult times."

"I know, I know!" She stressed. "I just don't understand why I'm still the only one having trouble! Me! The one who should know everything!"

"You know you can come with, Twilight," Sunset suggested. "Maybe you'll have your driving on lock by then."

"If you two are going," Oliver chimed, "then Toad and I will go with. The Other Railway is where we were almost scrapped before coming to work on Sodor. I know the line Sunset and Twilight will need to take to fetch those trucks."

"The Other Railway?" Donald then realized something. "That's where they're keepin' Dougie!"

"Hey! Maybe Twilight and Sunset can take you to your brother!" Spike encouraged.

Neither Twilight or Sunset could object or share their two cents before Donald plucked up determination.

"Aye! That's that. A'm goin' too!"

Though Sir Topham Hatt warned Oliver and Donald that the Other Railway is too dangerous, and that they stay at the Ulfstead Castle, the two engines have already made up their minds.

"Are you both sure you should be going?" Twilight asked, worriedly.

"I'd get him myself if it meant no' runnin' the risk of gettin' thrown in as well," Donald said. "But with yer floaty magic, we cannae go wrong!"

"And I've had my daring escape from scrap already," Oliver smirked. "The engine who helped me do so should have the favor returned."

"Uh, I guess you can come," Sunset said, reluctantly. "It would help to have someone who knows their way better than we do."

Oliver noticed Duck squinting at the group with an indecisive glance. He had some time to think while the engines planned out their trip. He didn't much approve of it, but there was something about this operation, about these engines and their magic, that made him think otherwise.

"Whatcha thinking, Duck?" Oliver asked.

"You know I've always abide by the Great Western way, Oliver."

"Don't we all," He smirked while rolling his eyes.

"But perhaps, if I'm being honest here," He gazed the gang, "I think these girls might just be our ticket out of this mess after all."

A few of the Girls overheard this and smiled in return. It seemed that Duck was finally coming to his senses.

"Oh? What changed your mind, Duck?" Sir Topham Hatt asked.

"Toad flying up in the air for starters, Sir," Duck joked.

Sir Topham Hatt looked to Twilight and the others with a puzzled gaze.

"And, well, Sir Topham Hatt seems to believe in you. So maybe I should give it a try too."

"Why not come with us then, Duck?" Oliver asked. "You'll know where the coal trucks will be."

"Oh, I'd like to, Oliver. I do. And I wish you new engines all the best. But going off when we're suppose to stay put is not the-" Duck was cut off.

"Ugh, forget that!" Oliver argued. "We need to save our Railway. And getting them their fuel will do us wonders."

"And I'm no' gonna sit around doin' nothin' while Dougie's out there scared an' alone," Donald imputed.

Duck sighed then spoke after a long, reflective pause.

"Oh... Alright."

"Hooray!" Toad called. "We're going off on an adventure!"

The Girls all cheered in agreement. But Duck still looked visibly conflicted.

Even though he fully supported their cause, Duck didn't like breaking the rules. Sir Topham Hatt isn't in charge of the Railway anymore. So, he isn't technically allowed to take orders from him or participate in whatever the other engines are doing. But even Oliver and Donald were willing to lend their aid if it meant returning to work again, which Duck admittedly wished for as well. So, he went along with a baggage of reluctance hanging over his boiler.

"If I'm to go with you," Duck began. "There's one little piece of advice you girls ought to bare in mind."

Oliver and Donald knew what Duck was about to say. The Girls focused their attention on Duck, not aware what it was just yet.

"There are two ways of doing things; the Great Western way, and the wrong way."

Sunset Shimmer and Twilight Sparkle shared glances.

"Oh-kay?" Twilight said. "What's the Great Western way?"

"That one you'll have to figure out for yourselves," Duck smiled. "Just as I once did when I first worked on the Great Western."

"Ooh, Ooh!" Pinkie Pie shifted, excitedly. "Is The Great Western Way To Have Enough Party Cannons In Case The First One Doesn't Put People In A Partying Mood?!"

She appeared next to Donald, giving him a jolt.

"Or How About To 'Always Buy The Proper Cake Decorations Before Making A Ginormous Birthday Cake You Spent Hours Trying To Make Splendiferously Perfect-"

Pinkie appeared on a set of points behind Duck and Oliver. The two were absolutely dumbstruck when hearing Pinkie suddenly pop up from one set of tracks to another without having to travel or make trips on a turntable.

"-Only To Realize You Forgot To Buy All The Frosting AND Toppings Right After It Was Done'," Pinkie laughed. "I Mean, DUH! Cake Topping's Are Kinda Important! Oh!"

Pinkie Pie reappeared behind Twilight Sparkle again.

"Oh, OH, The Great Western Way Is To 'Pack An Emergency Cupcake For Crossing Over Into Other Dimensions.'" Pinkie suddenly progressed into sadness. "Which I'm Now Bummed About For Totally Forgetting To Do Especially Because The Cupcake Percy Gave Me Would've Worked For This Exact Occasion! WHY?! WHY DID I HAVE TO EAT THE WHOLE THING IN ONE BITE?!"

Sir Topham Hatt and the three engines were all flabbergasted.

"Uh, no?" Duck said, speechless.

"Aw. I Was Sure It Was My First Guess."

"Everything seems to be coming together finally!" Twilight said. "Now all we need is to find somewhere to settle in before Sunset and you three set out."

Sir Topham stroked his chin. "Hmm. I believe I know a place to rest your wheels for the remainder of your stay."

Sunset was confused by what Twilight said. 'Wasn't she coming with me?' She thought. She didn't know what to think as she went back to couple up with Twilight. The Girls, Spike and Sir Topham Hatt all took off and exited Ulfstead Castle by reversing back carefully and cautiously. Duck, Oliver and Donald tooted their whistles, something the Girls realized they haven't figure out yet, before following the gang.

"Just so you know," Duck said, "everything we're about to do; chuffing into restricted territory, and associating with your like are the wrong ways for Great Western and Caledonian engines of doing things. So, don't be surprised if this trip doesn't follow in our favor."

"Gee, thanks," Sunset Shimmer rolled her eyes.

"If it means gettin' me brother back," Donald said, determined. "I'll pick the wrong way any day."

* * *

 **To Be Continued.**


	12. Chapter 12: A Day Out With Thomas

**Synopsis: Juniper Montage takes Thomas and his friends on a trip to a Thomas themed amusement park after landing the leading role in his upcoming movie. Along the way they embark on thrilling rides, help someone in need, and discover all isn't well in the Thomas fan community, especially when the Engines realize just how closely the tv show reflects their actions on Sodor.**

 **[NOTE: The thoughts, opinions, and portrayal of characters do not reflect the writer's opinions or real life depictions of certain elements portrayed in this chapter.]**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 12: A Day Out With Thomas**

It was a new day in the world of Canterlot City. Juniper Montage had invited Thomas and his friends to meet with her at a very special location.

Yesterday, the Engines met with Principal Celestia to enter the Crystal Race in Twilight and her friend's place. It took some convincing. And despite some apprehension, Celestia happily enrolled them as temporary Wondercolts in the end. When that was taken care of, Juniper took Thomas to her uncle's movie set, where he was working on the much anticipate movie based off his very own cartoon. Thomas had been given the role as himself by G. B. Keeling, the film's consultant. The director Canter Zoom agreed and gave Thomas the role after submitting his audition.

The Engines knew of Thomas' involvement with the movie, but weren't given the chance to ask why his and Juniper's visit to the set took so long. Thomas and Juniper explained what went down, leaving some of the engines surprised. They must've recognized Thomas' voice too maybe, and thought him perfect for the role. To avoid any suspicion of him actually being Thomas, however, Juniper gave him a different name for everyone working on the movie to address him by.

"I can't believe you're actually starring in a movie, Thomas," Percy said. "As yourself!"

"If only we were allowed in," Emily said. "I would've loved to see how Knapford station looked."

"I may not really understand it much," Thomas admitted, "but Canter Zoom said I did excellent during my audition!"

"Now we just gotta wait for the executives to call it official," Juniper said, cheerfully. "And you're on your way to becoming a movie star, Thomas! Oh, I mean, Steam Wheeler."

"Steam Wheeler?!" Gordon laughed.

"It's not funny, Gordon!" Thomas said, crossing his arms.

"Coming Soon!" James joked. "The movie you've all been waiting for! Thomas; staring Steam Wheeler!"

James couldn't even get it out without joining Gordon as they continued laughing some more. Thomas and Juniper glared at them.

"We couldn't just tell them my name," Thomas argued. "You saw how the Shadowbolts reacted when we introduced ourselves. They thought we were crazy."

"Huh! Stuff and nonsense," James complained. "You would've had your name slapped over every frame of this movie more than it already is if it were up to you."

"Agreed," Gordon agreed. "A show, a movie, a museum exhibit! What's next; a fun fair?"

"Funny you should mention that," Juniper chimed.

Thomas and the others followed Juniper through the large, blue gate. Wpon entering, the Engines were met with a jaw dropping, eye gaping sight of a large, loud theme park packed full of people with Thomas' image and face everywhere they looked.

Juniper had taken Thomas and his friends to a Thomas theme park. Thomas was completely blown away. There were mechanized thrill machines the likes of which none of the engines have ever seen in their lives.

There was a Gordon themed Music Express, Troublesome Trucks rollercoaster, Harold the Helicopter chair-o-plane, and a Cranky the Crane drop tower. The park had Carousels with second floors and Ferris Wheels with the steam team characters acting as seats. Bumper cars with diesel engines as the electric cars, a Bulstrode gondala pendulum ride, and various other rides including Jump & Smiles, Search and Rescue helter skelters, Breakdances, slide towers, log fumes, and a three-foot gauge Railway where a Percy and Thomas train took visitors on tours or to their destinations all across the theme park. Juniper approached Thomas, still taking everything in, and whipped out a gold ticket.

"Wanna know the best part about a theme park; Having a free pass for it!"

The Engines admired the pass with awe. Thomas accepted and stared at the shiny ticket.

"A movie star also has the benefit of inviting his closest friends to access anything promoting their big movie, which is why my uncle asked me to pass this onto you."

"You mean we won't have to pay for tickets or anything?" Toby said.

"Yup!" Juniper said. "We have the whole park to explore!"

But Toby was intimidated by all the loud and elaborate rides.

"S-shouldn't we be preparing for the Crystal Race tough?"

"Relax, Toby," James said, casually. "Balloon popping, ball tossing and adrenaline rides can count as training."

"They don't," Emily said. "But at the same time, how can I say no to a fun day at a park?"

"Let's see how many rides we can go on with my free pass!" Thomas encouraged.

The group cheered as Thomas, Juniper and some of the Engines branched off to see what they can do first. They were all looking forward to a fun day.

* * *

Thomas' free pass allowed him and his friends to access a variety of rides. Percy and Toby wouldn't go on most of them, seeing most of these rides as scary and too fast. Thomas and Juniper talked the two into going on some of the slower, less thrilling rides to get an easy start. After that, Percy and Toby went on as many as they could, only for Toby to feel nauseous after riding a teacup inspired ride, and proceeded to upchuck in a nearby garbage. Thomas and Percy both rode on the Chair-o-plane ride, then joined Gordon as they rode on the music express. The ride was much faster than any of them thought. Percy was scared but Thomas managed to ease him into the fun. After the two friends hopped on a tour train for a trip around the park, Percy found himself enjoying himself again, as well as the park a lot more.

There were also smaller amusement attractions such as funhouses. Some were large and small, and included lots of mirrors, obstacle courses, a slide, ball pits, and spinning discs. The engines bombarded their way through the rocky attractions, getting tossed around, tripped up, lost, and walking face first into a mirror or two. But Thomas and his friends were still having a blast, especially from sliding down slides, jumping into ball pits, and swinging on ropes to get a cross from one platform to another.

The Thomas Park held plenty of Carnival games. A lot of these games were unique to the park. But the park also had Rope Ladders, Skee Ball, Whac-A-Truck, Duck ponds, and many more that were centralized around Thomas' TV show!

One game Thomas and his friends were greatly invested in was the 'Boulder Run'. Patrons take control of Thomas or either of his friends to try and maneuver through a series of tracks whilst being chased by Boulder, a large, circular rock that once caused a lot of damage back on Sodor. Thomas had to keep his character on track for a certain amount of time to earn lots of tickets. But once Boulder knocks over a moving engine figurine, the player loses. Other players could participate too, allowing them to compete and sabotage each other by leading Boulder into another character and knocking them over. Gordon and James soon joined to prove they can last longer than Thomas. And the three competed to see who can stay on track the longest, ending with Gordon and James both getting knocked down and Thomas being the last engine standing.

The Engines moved on to another game. This one being a horse race style game where patrons shoot water gun at a bullseye to make the corresponding engine move a head and take the lead. Thomas, Percy, James, and Emily decided to play and aimed their water guns. The little train figurines inched forward when the Engines sprayed water at their corresponding character. Some had a hard time getting their train to move, but it was James who reached the end and won the race. James won a plushy of himself, which he began showing off how accurate his paint was even as a stuffed toy. The others dreaded the endless boasting they'll be hearing from him for a while. And boast he did.

Next, Juniper Montage and Thomas tried their skills at a dart throwing booth, trying to pop colorful balloons to win a stuffed character. The two competed to pop the most balloons. Thomas didn't have the best aim, but Juniper didn't show much difficulty. Juniper ended up winning, and earned herself a Diesel 10 plushy. An ecstatic Juniper was overjoyed with her prize and hugged it tightly. Shocked at first, Thomas then glared with disdain at her plushy, remembering just how unpleasant the real diesel himself was.

Later on, Percy, James, Gordon and Toby branched off with Juniper to check out the food venues and gift shops. Along the way, they saw large crowds of people surrounding a white stage. There weren't many children at this gather. The majority were either teens or young adults. A Woman speaking on a podium was announcing the arrival of a special guest to the park. Juniper immediately got excited when she realized who it was. It was G. B. Keeling Jr., Keeling Sr.'s son who she and Thomas met yesterday on her uncle's movie set. G. B. Keeling stepped on stage and sat on a comfy chair facing the audience. He had a mic in hand and happily encouraged the audience to share any questions.

"That's him!" Juniper squealed to the Engines. "That's G. B. Keeling Jr.! His father created your stories! He's the reason why you and Thomas' show are famous!"

The Engines were admittedly impressed.

"Oh, yeah!" She said, proudly. "Gentlemen, see how the man who started it all inspired dedicated fans to embrace their imagination, friendship, kindness and-huh?"

After G. B. Keeling got on stage, however, a few the teens and other adults began heckling him and his involvement with Thomas. They were not happy at all with Thomas' current television run, and came to Keeling's Q&A to ask questions regarding its direction. A few parents with their children tired joining in to liven up the meet & greet, but fans kept asking how he could let the show and upcoming movie tarnish his father's work, why he's not ashamed of what they're doing to Thomas, and why he isn't doing anything to prevent things from getting worse. The crowd became so rowdy that G. B. Keeling had to be escorted off stage, disappointing the majority of people who came to see him.

The Engines were surprised. They looked to Juniper who felt ashamed but played up a sheepish smile.

"I-I guess not everyone feels the same way."

* * *

Meanwhile, Thomas and Emily wondered around the park together, staring in awe at the many machines and children having just as much fun as they were.

"You were right, Thomas," Emily twirled. "I finally get what you and the others were saying about this place. There's a whole different point of view when you're a person. It's all so exciting and new!"

Thomas chuckled. "And that was before I knew there was an entire theme park about us."

"I do like that they have more stuff centered around us and not just on Thomas." Emily's eyes widened then grinned with embarrassment, "Not that there's anything wrong with just you, of course."

"That's okay, Emily! We're all having fun at least. And there's still lots more fun to be had when the Crystal Race begins."

"I've been meaning to ask about that," She said, a bit doubtful. "You sure we can win this race? I mean, I'm not sure it's wise to be stooping to their level. It almost seemed like they were encouraging us to act just as competitive."

"We're not gonna do anything like that, Emily. We're better than them. It's like you said; just work together, and we'll show those Shadowbolts what we're made of."

This managed to inspire Emily a bit. "Hmm. Well, okay, Thomas! Let's beat them at their own game."

Suddenly, among the mist of people walking by and chatting away, both Thomas and Emily heard faint sobbing. The two stopped in their place upon hearing it predominantly within the vicinity, wondering what and where the sorrowful noise was coming from.

"You hear that too, right?" Emily asked.

Thomas and Emily scanned their surroundings. It was difficult making out where the noise was coming from with the passing people and children chattering over the crying. Their search brought them to a vacant popcorn and cotton candy kiosk closed off while the employee is away. The crying came from behind the kiosk. Thomas and Emily sneaked behind to find a small boy sitting with his back against the wall, knees bent, and face buried in his palms.

The boy had orange hair, apple green skin, and light blue eyes. He wore a dark and sky-blue polo shirt, blue pants, brown shoes, and a red baseball cap with a yellow number one on front. A Thomas shaped balloon was tied to his wrist, and a Thomas shaped whistle laid flat next to him as he kept crying into his hands.

Both Thomas and Emily were worried. What could he be crying over? The two cautiously approach the crying boy. Emily knelt down next to him, gaining his attention after gently placing a hand on his shoulder and greeting him with a soft hello. The boy looked over at Emily then Thomas, who stood and leaned in front of him.

"What's the matter?" Thomas asked. "Why are you crying?"

The boy sniffed back a few times with a rain of tears still leaking down his face. He was nervous to talk to strangers, but did so anyways, seeing something welcoming about these two; particularly the blue boy.

"I w-was with my mommy and daddy and sister when we were playing that water squirt game."

"I know that one," Thomas chuckled. "That's a really fun game. Did you win anything?"

"Yeah. Just a-a sticker book. Then I saw another game I wanted to play. So, I left to go play it. But then I looked around and both my parents were gone."

"Did you try going back to see if they were at that racing game?" Emily said.

The boy nodded, only to start welling up again. "I lost my parents, and I don't know where they are!"

He buried his face into his hands again and started sobbing louder. Thomas was sad for the boy.

"Oh dear."

"Mommy! I want my mommy!"

Emily tried rubbing his back for comfort while he continued bawling. She looked to Thomas, looking just as disheartened as she was. It was a wonder how nobody could hear his cries even over the noisy machines. Thomas couldn't stand seeing the boy cry anymore, and prompted him to do something about it.

"Hey, it's alright," Thomas beamed, determined. "We'll find your parents for you."

The boy faced Thomas with teary eyes and a stuffy nose.

"Yeah! Your parents are probably just as worried for you as well," Emily assured him. "And our other friends can help too!"

Thomas then extended a hand for the boy to take.

"Come on!" He beamed. "Let's look together!"

The boy stared at Thomas and his hand. Reluctantly, he accepted, and got back on his feet. Emily held onto the boy's whistle with one hand while the other held his left hand. Thomas stepped in and took his right hand.

"Hold on tight now, okay?" Thomas instructed. "We don't wanna end up losing you too."

"And stay very close to us so you can point out your parents," Emily added.

The boy didn't know what to say. He was still visibly upset, but seeing these two strangers volunteering to look for his family had put him at ease a little. Deciding to go along with it, the boy went with Thomas and Emily to search for his family.

* * *

Thomas, Emily and the boy trekked through the park while keeping an eye out for his parents. They eventually run into their friends, all wondering why a small child was with them. Thomas and Emily explained the situation to everyone. The Engines quickly understood and shared collective glances followed with a nod of agreement. Toby approached Thomas and looked at the Boy, simply observing the strange teens discussing among themselves. He didn't know anyone, and was a bit nervous around them.

"This park _is_ awfully big and too crowed," Toby said. "No wonder they got separated. It's very easy for anyone to get lost in such a place."

"Fancy everyone else not paying notice or doing anything to help this poor little one," Gordon said. "It's, it's... disgraceful."

"It's disgusting," James chimed.

Gordon and James looked to their left, remembering that Henry isn't with them to complete their complaint, and slouched in dismay. The more the boy heard from these people, especially after hearing what Gordon and James said, he started to sense something familiar about these people.

"Let's not waste any more time!" Percy said. "His parents must be worried sick."

Thomas nodded then looked at the boy with a smile.

"Shall we continue our search?"

The Boy nodded. Thomas then took the boy to continue their search, now with Percy, James, Gordon, Emily and Toby tagging along. The group shuffled and cut their way through crowds of people not paying notice to their surroundings. They tried looking everywhere, from the rides, to the funhouses, to the food venues and games. But they didn't appear to be anywhere. The multiple barrage of people passing and obscuring their sight didn't help much either.

"Do you see your parents anywhere?" Thomas asked the Boy.

The boy looked around while holding tight onto his Thomas whistle. He couldn't see them at all. The boy slouched.

"No. We're never going to find them! I'm gonna be lost forever."

Thomas and the others could see the boy tearing up. After thinking to himself, Thomas had an idea. He lifted the boy off the ground, and sat him on his shoulders. The boy was scared and confused at first, but Thomas managed to sway his worries.

"Maybe you'll have a better view from up here! Hold on to my head. Aaaand lift off!"

Thomas then strolled on a head, making airplane noises and holding onto the boy's legs so he doesn't fall off. The boy laughed and spread his arms out like wings while Thomas rushed in a quick haste through the kiosk isles. The other engines didn't know what Thomas was playing at until seeing him and the boy laughing with joy, which was nice to see given his predicament.

"Do you see your mom and dad anywhere now?" Thomas asked, still laughing a bit.

The boy squinted and scanned the area. It was much easier to see sitting on Thomas' shoulders. He could even see above people's heads. But his parents were still not in sight. As Thomas continued carrying him past the crowds now settling down, the Boy then spotted a man and a woman with a baby stroller, looking distressed while speaking with two park security guards.

"There!" The Boy cried, hopping on Thomas' shoulders. "Over there! I see them! I see them!"

Excited, Thomas tried following where the boy pointed. The man looked out into the crowd and saw a Thomas shaped balloon dangling higher than most were. He followed the balloon's string length to the Boy sitting in plain sight above the crowd, and waving at him with flailing arms. He got the mother's attention and pointed to their son now approaching them. The parent's cried out and ran to him.

Thomas set the Boy back down, who proceeded to run towards his parents with both arms out.

"Mom! Dad!"

The parents got on their knees and embraced their son in a tight hug. The mother was on the verge of a hysterical weeping. The Engines stood beside Thomas and smiled along with him. They were relieved and proud to have reunited the boy with his parents and sister, who was fast asleep in her stroller.

"Don't ever wonder off from us again," the Father scolded.

"I'm sorry," the Boy said, repentant.

Despite his scolding, the Father was still relieved to see he son was okay. The Father and Mother then stood back up, holding their son's hands as tight as ever while facing Thomas and the others.

"Thank you for bringing our son back to us," The Father said, gratefully.

"No problem, Sir!" Thomas beamed. "We couldn't just leave him all alone."

"Is there anything we can do to repay you?" The Mother asked.

"Now that you mentioned it," James was interrupted by Emily.

"Not at all," She smiled with arms hidden behind her back. "We're just happy to help, Ma'am."

"Okay," The Father said. "But, if we end up running into each other again, we might just have to reward you with something proper."

"Sounds fair to me!" Thomas said, leaning down to face the Son. "Who knows, maybe we will see each other again."

The Boy smiled, despite some confusion. He kept staring at Thomas and his smile. There was something about him and his friends that looked and sounded so familiar.

"Come along," He said to his son. "Let's get you and your sister a bite to eat."

"As long as it's none of that junk food they're selling, sweetie," The Mother joked.

The parents took their son and daughter away. Thomas waved at the boy and his family.

"Goodbye!" He said. "Enjoy the rest of your day."

The Son kept staring back at Thomas and his friend waving goodbye until they were long gone. He looked at his Thomas shaped whistle, staring back at him with a similar, friendly smile. The past half hour rifled through his thoughts. That couldn't have been him, could it? He didn't know for sure, but somewhere deep down convinced him of such. Perhaps it really was.

Just then, Juniper Montage showed up. She was wearing a Thomas hat and held a bunch of other merch in her arms.

"There you all are! I've been searching the whole park for you guys."

"Sorry, Juniper," Thomas said. "We got a little sidetracked. Where have you been?"

"Come with me! There's something you all gotta see."

* * *

The Engines followed Juniper to the next stop of their trip. They entered a large, blue and yellow, carnival tent like marquee. Just as Juniper hoped, Thomas and his friends were blown away by what they saw. Stationed on top of flat tables were towers of train tracks with motorized toy trains operating at the same time. The engines passed by the vast and expansive layouts and admired the miniaturized motor toys of themselves riding along the plastic blue tracks. Each toy did its own thing; pulling passengers, goods trains, and operating sections of the Island just as the engines would on Sodor. There were even motorized vehicles and a Harold the Helicopter flying above a few layouts from a metal rod.

The gang reached the end of the tent, which led them back outside to a market area where different venues sold countless Thomas merchandise. One of these smaller tents fascinated Thomas to take a look inside. The others followed him, looking at all the different merchandise. Some of which looked almost like the merch on display at the museum. There were also vintage, metal trains of the show's characters still in box hanging from pegs against a metal rack.

"These were toys they use to sell when I was little," Juniper explained. "Someone must've took really good care of them. It's hard to find most of this stuff still intact."

"I find it harder to believe that I've been around this long," Thomas said.

Gordon spotted a tv dinner tray and was proud to see his image on it. James found a a miniature wooden train that looked almost like him

"Finally!" He said. "More stuff with me on it! Now this is what I'm talking about."

"I'll say," Thomas chuckled. "Just look at all this stuff!"

He went up to the front desk where a clerk sat behind a counter with rows of small, colorful books displayed in front. The clerk sat with crossed arms, staring at the Engines with a raised brow and an unamused, fixated glance.

"I guess people just couldn't get enough of me back then."

Thomas picked up one of the small books from the counter and examined it. The front cover depicted a hand drawn Gordon, Henry, and Edward in a small shed. Edward looked sad, while Henry and Gordon looked at him with condescending smiles. The title above the book threw Thomas for a loop. The book had Gordon, Henry, and Edward on the front cover, but not Thomas. His name wasn't even mentioned anywhere. And Instead of sharing the same name as his television show, the book was simply titled 'Adventures From Sodor'.

"Huh?" Thomas said, aloud. "What's this suppose to be?"

"You're kidding, right?"

Thomas looked at the clerk, who had a lot to say about Thomas' question.

"You're at a Thomas theme park, dressed in a poorly assembled cosplay of the unoriginal, anthropomorphic character as a human trope, and you don't even know what Adventures From Sodor is?"

"Should I know what it is?" Thomas asked.

"Should you-" He stuttered. "Should you know what-Are you being serious right now?! Was that a real question you just asked?"

Thomas was a bit put off. He was afraid everything being said would only agitate the clerk even more, which It did regardless of any safe approach. Juniper and the Engines heard him pestering Thomas and went over to check it out.

"What's wrong, Thomas?" Percy asked.

"I'll tell you what's wrong," The clerk snapped. "Your friend presents himself as this so-called Thomas fan, and yet he just unapologetically asked what 'Adventures From Sodor' is."

Percy appeared just as oblivious. "So… what is Adventures From Sodor?"

"Uhh, _the_ original Thomas' Adventures on Sodor before that botched tv series existed!"

Thomas and Percy could only blink with perplexity.

"The first and only formats that delve its readers into G. B. Keeling Sr.'s imaginative world and all the important lessons that inspired children for decades?"

The two engines still looked confused. The clerk face palmed with a scoff. Juniper Montage picked up something from the clerk's tone that matched a similar rant she recognized from a blogging site.

"Wait a minute," She stood in front of the counter. "Luckyboat7?"

"Uh, Quibble Pants, actually. But if we're going by usernames, then yes. I'm assuming you've read some of my Daring Doo blogs?"

"You mean the ones that overly criticize later Daring Doo books after the first trilogy?"

"That's the one. Now, the only other question I have is, depending on your answer, are you a real fan, or an avid reader that just blindly follows whatever A. K. Yearling puts out?"

"Remember when DaringDooMegaFan16 called you out for claiming Daring Doo couldn't survive a sixty-story, category-six rapid waterfall with a broken leg in Curse of the Jungle Queen? When in actuality it was never broken to begin with?"

"W-wait, you're DaringDooMegaFan16?!" Quibble laughed. "Never thought I'd see the day! So not only do you have poor taste in Daring Doo adventures, but you also have laughable, naïve taste in Adventures From Sodor stories too?"

"I'm allowed to like whatever A. K. Yearling makes!" She defended. "She's an amazing writer. And the same goes for Adventures From Sodor."

Quibble rolled his eyes, "Riiight. Sorry, kid, but you're just another blind fan following that series into another dark age."

Juniper was about ready to grab Quibble Pants from behind his counter. She was completely enraged. But the Engines took Quibble's remark a bit more literal, and appeared frightened and worried by the ominous statement despite the latter's intent not exceeding the same extreme conclusion they began making.

"A dark age?" Percy said, nervously. "W-What dark age?"

"The one sending Thomas and his Adventures From Sodor into a downward spiral of which there's no coming back from."

"Even though according to you and other purist, the show's been going downhill since its fifth season?" Juniper argued

"Oh, you mean when they threw realism out the window in favor of ludicrous story telling that doesn't even remotely fall under any realm of believably?"

"I thought G. B. Keeling's father created the show." Thomas looked to Juniper, "I didn't know we were originally in a book as well."

Quibble Pants scoffed. "You're suppose to be fans, and yet you didn't even know your character is based on a series of children's books, aka the most fundamentally important aspect of the franchise?"

"You don't exactly sound like a fan yourself!" Thomas snapped back. "All you do is complain about the littlest things just because we're not doing what you want us too... I-I mean, they, do."

"That's funny coming from someone who thinks Thomas is the main star. News flash, buddy; he isn't! Thomas is only forced into every story that doesn't even require him, and leaving more interesting engines to be reduced to one-dimensional sidekicks with no personality outside of catchphrases and one note character traits."

"One note trait, eh?!" Gordon fumed. "I'll show you a one note trait!"

"Don't have to," he sneered. "Your amateur 'big & strong' Gordon cosplay is already up to par."

Gordon steamed with anger. The other engines were just as insulted.

"And do not associate me with anything Thomas related, okay. Because I'm not a fan. Not anymore at least."

Thomas was especially hurt by Quibble's disdain over his cartoon. How could he say that? Hearing Quibble state this reminded Thomas of what Sour Sweet said about him and his show. She was someone who was also allegedly a fan before switching to outright hating him and his show all together. It seemed the more people Thomas came across who watched his show growing up don't have the fondest things to say about it. All he could do was glare back at Quibble Pants, having finally enough of his banter.

"So, you don't like Adventures From Sodor," Toby said, examining the tent's merch. "And you only prefer whatever was faithful to the original books. So, why are you at this event if you never liked his show to begin with?"

"Oh, don't get me wrong, I use to love TAFS," Quibble claimed. "The first two seasons, for example, adapted Keeling Sr.'s stories in an accurate yet engaging narrative that throws in twists to give the show its own identity without differing too far from the original source material, while teaching the same valuable life lessons and expressing true heart and imagination."

"Do you understand what he's saying, Toby?" Percy asked.

Toby simply shook his head and shrugged.

"The only reason I'm even at this corporate cash grab of a park is to auction off all my old collectibles."

"All this stuff used to be yours?" Thomas asked.

"The mint in box diecast trains and first edition Adventures From Sodor booklets are at least."

"Why did you stop loving the show in the first place?" Emily asked.

"Uh, have you _seen_ any episode past the forth season?"

Thomas and other Engines shared looks of confusion. They didn't know what point of time each season took place compared to what they experience on Sodor. He could be talking about any point for all they knew. Quibble grew more agitated and continued ranting the more clueless the engines looked.

"Whatever charm, originality, and authenticity the show had was completely tanked by the inclusion of simplified animation, learning segments that a two-year-old would find insulting, and a dumbed down plot to make the show more 'educational for kids!' And oh, better throw in lots of flashy, impossible action sequences to keep their short attention span in check; even though it completely goes against any realism G.B. Keeling Sr. established!"

"But why stop reading the books?" Juniper asked. "They have nothing to do with Thomas and his Adventures From Sodor."

"How can I enjoy the books if this is the legacy Keeling's hard work left in his wake?!"

Quibble Pants whipped out the Thomas movie poster Juniper showed Thomas and his friends. Without having much convincing context to what Quibble Pants claimed the show suffered from, the Engines didn't see anything wrong with the poster.

"If you ask me, it's better to forget this franchise ever existed and leave it that way," Quibble stated.

"How could you say that?!" Thomas said, utterly shocked. "I'm sure there's lots of things my cartoon has to offer."

"Right. _Your_ cartoon?" Quibble rolled his eyes. "Sorry, bub, you may think Thomas and his cartoon are all great and everything, but myself and a lot of intellectuals all see him for what he really is; a sellout!"

Thomas stepped back in horror, becoming more and more angered. Percy and Emily tried comforting him. Even though Gordon and James wanted to relish in Thomas' image on the franchise being deconstructed, the way Quibble went about it was cruel even by their standards. And so they both glared daggers at him instead.

"Well, this may come as a shock to you, Quibble," Juniper scowled, "but those unrealistic stories aren't as unrealistic as you thought."

"And how could you possibly know that?"

"Because, well..."

Juniper looked to Emily and Percy, signaling her not to tell him by waving their hands. Even if she could justify her claims, there was no way someone like Quibble Pants could believe them at face value.

"It just is."

Quibble Pants slow clapped. "Bravo. Super compelling argument. And I suppose the boulder coming to life and actively chasing everyone episode is also legitimate?"

"But maybe if you'd give the show another chance, you'll find something about it that you can like."

"Please. I'm not wasting my time on that train wreck. I've moved on to much better shows. One with likable characters with actual development, a cohesive continuity, and self-reflective stories that inspire their fan-bases while still being grounded in reality."

"Like what, exactly?" Juniper crossed her arms.

Quibble Pants rummaged through the counter and whipped out a hard cover comic.

"Like Hoof Patrol!"

The front cover of the pink, purple, and blue book depicted five, colorful female horses dressed in various first responder type uniforms. One a law officer, firefighter, medic, army solider, and astronaut for good measure. Juniper examined it, but wasn't impressed.

"I've written a dozen fanfics and blog posts that delved into the show's mythology and how it reflects our world. I just wish they'd confirm my theories already!"

Thomas and Percy shared perplexed glances.

"And one thing Hoof Patrol has over TAFS is keeping their important characters where they should be, and not just kick them off to appease a bunch of angry soccer moms."

"What do you mean by that?" James asked.

"Haven't you heard? Henry and Edward are no longer on the show. They were replaced by two bland, run of the mill Mary Sue characters in order to rectify the show's lack of diversity. Because, yeah," Quibble chuckled, "that was the show's biggest issue. Not the story, the characters, or the fact they already have existing female engines that they never utilize to their full potential."

"Hold on," Toby said, visibly distressed. "Henry and Edward were removed from the show?"

"One of many reasons I completely stopped watching all together," Quibble Pants said. "That was just the last straw."

"You said in a blog that their shift to computer animation from traditional hand drawn was what made you quit," Juniper refuted.

Quibble Pants pretended to retch. "Stop. J-just don't even mention the first run of that era again. It's making me sick the more I acknowledge it."

Meanwhile, the engines began showing distress after hearing what Quibble said about Henry and Edward's exit from the show. Thomas didn't pick up on this though, and was wondering why his friends were all sharing the same anxious glance.

"How could they just get rid of Henry and Edward?!" Gordon said.

"How did they get rid of them is what I wanna know," James said, becoming a bit frantic. "Were they scrapped? Were they sent away?"

Percy suddenly gasped. "Oh, no!"

"What is it, Percy?" Thomas asked.

"Think about it, Thomas," Percy stated. "Everything we've done on Sodor has been or is about to happen on your cartoon. Which means, if they took Henry and Edward off Adventures From Sodor, then that also means-"

"Henry and Edward really are leaving Sodor!" Him and Thomas repeated with both gripping their hair. "Forever!"

A loud, collective gasp echoed the tent.

The Engines were horrified. Lingering on that thought made Thomas stress about it more. Events that have taken place on Sodor have already been portrayed in Thomas' television show. And if Henry and Edward where no longer on Thomas and his Adventures From Sodor, then the two engines being captured by diesels and potentially shipped off the Island of Sodor must be what leads to their removal from the show, and replaced by two other steam engines to take over their jobs on the Railway.

"This must be the dark age Quibble Pants was talking about," Thomas said. "The Siren, the diesels, it all makes sense now! It's all being set into motion as we speak."

"But that would mean Twilight Sparkle and the others won't be able to save our friends on time!" James said.

"You mean to tell me that everything they're doing is for nothing?!" Gordon said, peeved.

"I don't believe it!" Toby said in disbelief. "It can't be true!"

"Uh, guys," Emily said. "Don't you think you're jumping to conclusions just a little bit-"

"What are we gonna do, Thomas?!" Percy interrupted, anxiously. "How do we stop something that's going to happen no matter what?!"

The Engines were in a panic. How were Sunset and their friends supposed to save Henry and Edward if they're destined to leave Sodor? If the show's still carrying on to this day, then the whole diesel takeover must've ended up being resolved somehow. But what about all their friends? How many of will still work on Sodor if Twilight, Sunset and the others do manage to defeat the Siren?

Thomas knew he couldn't leave his friends to this fate. Despite what Canterlot City has already established, Thomas couldn't let Henry and Edward be permanently taken away. Without another word of warning to the other, Thomas quickly left the tent and took off down the walkway. The Engines and Juniper Montage followed him outside to see him already sprinting away faster and faster from the group.

"Thomas!" Juniper called. "Where are you going?"

"To save my friends!" He called back.

Percy, Toby, Emily, Gordon then James went to chase after Thomas, leaving Juniper to question how this escalated. Quibble Pants stood beside her while sipping on a blue coffee mug with a #1 Thomas fan' written in bold, yellow text.

"By the way," Quibble Pants said to Juniper, "your friends are taking this Thomas acting routine a bit too seriously."

A bewildered Juniper simply stared back down the direction Thomas disappeared in.

* * *

 **To Be Continued.**


	13. Chapter 13: Twilight's Turmoil

**Synopsis; Twilight and Sunset set off to the mainland to collect a supplement of coal and water for their continuing stay on Sodor. Will they succeed, will they get caught, will Twilight's inability to drive get in the way of their trip to the Other Railway?**

 **NOTE: For anyone interested, please check out _Artthriller94_ on Deviant Art. He made these awesome vectors of all the Equestria Girl characters in their engine/brakevan froms. If you're sick of going back to previous chapters to get a reminder of what they looked like, these pictures will fix all of that! Again, Artthriller94 on Deviant Art has vectors of Equestria Girls as engines. Check them out!**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 13: Twilight's Turmoil**

Sir Topham Hatt knew just the place where the Girls could spend their nights. They were going to stay on Sodor for some time, so they needed somewhere to sleep. After their visit to Ulfstead Castle, The Girls made their way along the mainline until arriving at a large, light brown building with windows on all sides, seven windows at the front, three light green doors with seven flat tracks leading in and two narrow gauge tracks for the center entrance. The Girls had arrived at the Sodor Steamworks.

The Steamworks was a large repair company that specialises in fixing steam engines, situated along the mainline near Crovan's Gate. It's accessible and used by steam engines on both the North Western and Narrow-Gauge Railways. The essential components for steam locomotives are kept and made here, and heavy overhauls are also carried out here. The once hustling and bustling repair station had only been abandoned for a day or two. The Steamworks were the first to clear up when Gisborne took over the Railway. Now that there were no steam engines running Sodor, there was no need for the steamworks.

After entering from a transfer table outside, the Girls inspected the near decrepit interior of the building. Rainbow Dash, Applejack and Rarity were on one side of the workshop while Sunset, Twilight, Fluttershy, Spike and Pinkie Pie were across from them near a turntable leading to three tracks.

"You're sure nobody stops by this place anymore?" Sunset said to Sir Topham Hatt.

"As long as Gisborne doesn't have any intent on tearing down or remolding it, this should be a discreet enough hiding spot," Twilight said.

"Sure is big enough to house all eight of us, that's for sure!" Applejack said. "Plenty of room, sturdy, and with a nice skyline an' everythin'!"

"How ironic we'll be taking up shelter in a work shop that specializes in repairing steam trains," Rarity commented. "Though, do perhaps lets say we dust up the place before taking temporary residence?"

"This Is Going To Be The Best Sleepover Ever!" Pinkie Pie exclaimed.

"Dibs on top bunk!" Rainbow Dash joked.

"We'll get settled in while you're off fetching the coal and water," Sir Topham Hatt said to Sunset.

"Sounds like a plan."

Sunset Shimmer chuffed past the turntable where Twilight uncoupled from her tender. The table turned Twilight around until she faced Fluttershy, who kindly offered to push her back against a set of buffers on her line, which Twilight gratefully accepted. Sunset was confused by this until she remembered what Twilight let slip out at Ulfstead Castle.

"Aren't you coming, Twilight?" Sunset asked.

"Who, me?" She asked, pretending she hadn't heard.

"Yes, you. We need to get going if we wanna make it back before sunrise."

"What?! I can't go with you," She insisted. "I can hardly move my wheels, remember?"

"Then I'll just carry you until you do."

"No. But. H-How about I just wait here until you get back so we can start practicing-,"

"Twilight," Sunset said, a bit sterner.

"Come on, Sunset," Twilight protested. "I can't have you lug me half way across a whole other Island. I'll just slow you down."

"Not unless you finally drive on your own along the way."

Twilight darted her eyes at the ground. Her head swirled with doubt and anxiousness.

"This'll be good for you, Twilight. I know you can do this."

The other Girls could sense Twilight was visibly apprehensive about her predicament. She really didn't want to go. Twilight still couldn't drive yet, and now Sunset's asking her to accompany them to the mainland, to fetch a large shipment of fuel for their friends. Sunset only wanted her to improve and get to driving on her own finally. Twilight knew this, and knowing that her friend could still teach her along the way, perhaps this was her chance.

"Hey!" Spike called. "I wanna go too!"

"Ah, yes. You'll need to take Spike with you," Sir Topham Hatt advised. "It's always important to bring a brake van even if they'll be six of you hauling back this shipment."

"Um, but," Fluttershy chimed. "How will I manage without a brake van? What if I crash again?"

"You won't crash again, Sugarcube," Applejack said. "We'll make sure of it."

The Girls all collectively agreed. Once the two engines were coupled up, Sunset pushed Twilight back into Spike, who was now uncoupled from Fluttershy and waiting on the turntable to be coupled up with Twilight again. Spike could see Fluttershy was not at all confident to be without him acting as her brakes.

"It's okay, Fluttershy," Spike smiled. "We'll be back before you get the hang of your own brakes!"

"Which she totally will by the time you do!" Rainbow Dash said, confidently. "Right, Fluttershy?"

Fluttershy chuckled sheepishly before sighing, then looked downcast at the floor beneath her. She wasn't so sure.

"You're all set, girls!" Sir Topham Hatt said. "Duck, Oliver and Donald will be waiting for you at the Vicerstown Bridge; just on the east end of the Island. Good luck, and have a safe trip!"

Out of nowhere, Sunset Shimmer tooted her whistle. This was a surprise even to her. It almost caught everyone off guard. Her whistle was deep toned with a few hollow toots. Beaming to herself, Sunset took off with a reluctant Twilight and excitable Spike tailed behind her tender, leaving the Steamworks and heading out on their way to the Other Railway.

* * *

The sky was now dark with the starry night beaming down on the land. Sunset, Twilight and Spike rode along side Duck, Oliver, Toad, and Donald down the mainland. It was a long trip, but most of their trip brought them past vast farming fields, tall mountains, and forests with trees bigger than Sodor's. Luckily all diesel engines had finished work for the day. Though there were still some they had to look out for, the tracks we bare of any engine, giving them a clear path to travel on.

"I just know we're going get into big trouble for this," Duck said, worriedly.

"Ah don' care about none ae that, Duck," Donald said. "I'm gettin' dougie back one way or another."

"Why did I let you talk me into this? I approve what they're doing for us and all, but as a Great Western engine, we shouldn't be meddling in such affairs we're not suppose to."

"Ms. Twilight and Sunset need directions to the Mainland, Duck" Toad said. "Its too far away to make the trek on their own."

Oliver chuckled, "Nevermind, Duck. We're already out here, so we've already meddled. No going back now."

"Oow, I suppose you're right. It wouldn't be fair to have them get lost."

Meanwhile, Sunset was still trying to get Twilight to move on her own.

"How about now, Twilight?" Sunset asked.

Twilight tried, exerting every ounce in her to move her wheels. But she still couldn't get them to budge one bit.

"Nothing," She said, disappointed. "You'd think the rate we're conveying would've applied enough forward momentum to get me going."

"Say, Sunset, when did you first learn how to drive?" Oliver asked.

"When I was with Thomas in the Magic Railroad."

"That must've been quite the shock to see yourself as an engine," Toad said.

"It didn't help the fact I couldn't move on my first run either. I kept telling myself that I couldn't do it, that I was just holding Thomas back. But he kept telling me the exact opposite. To keep giving it another try. And never gave up on me."

Sunset wistfully drifted off into her thoughts, remembering that day like she was experiencing it all over again. The other engines knew Thomas well enough that her story sounded exactly like something Thomas would do and were proud of their friend for providing some much needed support. It was a difficult day for multiple reasons, but it was also triumphant. Sunset was able to move on her own with Thomas' support driving her all the way, and she continued feeling all the more grateful the more she looked down at her buffers and purple pilot.

"Thomas encouraged me to keep trying. Before I knew it, I was pushing him instead of having him pull me. It felt really weird, but driving quickly became a cinch."

"Just goes to show what an engine can really do when the going gets tough," Duck said. "Especially ones that weren't really engines to begin with."

"Except I've gone without learning way longer than I should've," Twilight stressed. "Everyone already knows how to drive! What if I never learn?! What If I'm just in everyone's way now?!"

"Don't be ridiculous, Twilight," Sunset smiled, casually. "You will learn. I don't care if takes us until every engine's back on Sodor."

"Eh, maybe not that far," Oliver said.

Sunset sniggered, "Right. Besides, you should start taking charge yourself. And that can't happen if you're coupled up to one of us all the time."

"What do you mean?" Twilight asked "Like leading our friends?"

"The sooner you're on the move, the better handle we'll all have on our objective. I know you can do this, Twilight. I see it in you just like Thomas saw it with me."

"Sunset's right, you know," Spike said to Toad. "I can count plenty of times Twilight's gotten us out of a predicament."

Toad was amused. "Mr. Oliver and friends are pretty good leaders too. But when did Ms. Twilight take charge whilst you were dealing with magic problems, Spike?"

Spike drew a blank. "Uh, well, they didn't _all_ have anything to do with magic, actually. But she did tutor our friends for their school's final exams. Twilight's really good at that kind of stuff."

"Final exams?" Toad didn't understand much. "You mean like an inspection of sorts?"

Spike nudged his cheek, "I 'unno. But Twilight can solve pretty much anything! Like how their geodes went haywire when they started acting out. And when Thomas was visiting our world, she studied how Gold Dust can fix-"

Twilight listened to Spike singing nothing but praise about his owner without a care of what she was really going through. This only made Twilight feel worse about herself. Even though Spike wasn't far off from what she did, something about being the one everyone looked to for answers still discouraged her from giving them out.

"Sunset, we've had this discussion already," Twilight said. "I can add, solve, and maybe coach once in a while but that's it."

"And I can only do so much regarding all this train stuff. With everyone else still figuring out their limits, they'll need someone to show how to adapt and improve if we wanna succeed."

"Sounds like you girls are in a bit of a rut," Duck said.

"Ah, give the lassies some time," Donald said. "Those other engines seem tae be doin' fine. Twilight will have nae problems gettin' her wee wheels goin'."

"I won't be any better than you are, you know," Twilight argued.

"You want to save Edward, don't you?" Sunset continued.

Twilight interrupted, a little offended, "What kind of question was that?! I wanna rescue Edward more than anyone! Working together will make that happen."

"But I can't be the only deciding what's best for everyone and what we need."

"Well, why not?!"

"'Cause then we wouldn't be working together!"

Twilight was taken aback. Everyone stopped and stared back at her. Sunset could sense the argument has gone on longer than either expected based on the silence swooping by everyone.

"I'm sorry, Twilight." She felt genuinely bad. "I know how frustrating this all feels. I was just trying to help."

Twilight sighed, "I'm sorry too. Believe me. If any person, pony, or locomotive who's help I could really use right now, its yours, Sunset."

"We do work best as a team. But I don't wanna do this without you," She said, sincerely.

Twilight was surprised by what Sunset said. She tried reassuring her friend despite Twilight's own lingering doubts.

"You wont have to, Sunset. I'm just not positive driving on my own's going to happen anytime soon."

Sunset, Spike and the others reluctantly agreed to cease talking about their position after sensing her distress. Twilight was on the same page regarding teamwork, but not while heeding the team head. She would much rather be the brains of the group, who occasionally steps in to assess any problem. It was complicated for Twilight. And the more she started thinking about it, the more her chosen role lends itself to actively decide and command what to do based on what's needed. Twilight didn't want this to be true though. She tried shaking off any and all thoughts of such an idea.

"Hey, Duck," Spike asked. "What would you say is the Great Western way from all this?"

"Whatever's done proper, Spike. Every engine needs a little guidance now and then. That's why a Railway always has a controller; to make sure us engines are doing our job, and to keep from spiraling out of control."

"And that's the so called 'Great Western way' of doing things?" Sunset said, sarcastically.

"Close. But nope."

Twilight looked downcast upon hearing this, especially when all of Sunset's words started circling her head. How Thomas managed to inspire Sunset to first move in her engine, and how her supportive friends still believe in her to guide them through their journey. Even back when they wanted her to lead the Wondercolts for the Crystal Race. She then started thinking about Edward after Sunset unintentionally brought him up in order to convince Twilight into accepting her role. She had always thought her and her friends would rescue Edward together. But she also secretly wanted to be the one herself to do so. But how could she if Twilight needed another engine hauling her everywhere?

"What would Edward say?" Twilight murmured before gazing up at the twinkling stars. "I can't imagine he'd be too proud of me right about now."

* * *

At last, the group arrived at the Vicarstown Goods Depot, a faraway part of the mainland where only diesels work. The industrial train yard was large but rather cramped. Every other line except the one they could travel on was taken up by rows and rows of oil tankers, empty, worn out trucks, boxcars and brake vans waiting to be collected for a morning trip.

The group quietly chuffed past theses tight corridors of oil tankers, boxcars, and sleeping diesel shunters and diesel locomotives parked along side the tracks. Their line was well lit with tall light poles dimly shining only small fractions of the depot. Every other direction was dark, smoggy, and abandoned, invoking an eerie sense of an unwelcoming pit in their boilers. Tools, engine parts, barrels, pressure vessels, and trolleys laid everywhere. Oliver shivered when memories of days spent in these sidings came crawling back in his funnel.

The depot had a few double-road and single sheds, brick walled warehouses, small shelters with lights inside still on, and overhead signal boxes pointing their tall lamps down at anything it could reach. There were tall, cylindrical metal towers and giant, fuel storage tanks in the distance, metal mast towers, inoperable cranes, and fueling stations for diesel engines around every corner.

"Oooh, we shouldn't be here," Duck repeated while quivering in his wheels.

"Where are ye, Dougie?" Donald said to himself while scanning the area.

He and the others could barely make out anything.

"Follow us," Oliver whispered. "I know where they might be hiding Douglas."

Sunset, Twilight, Spike and Donald followed Duck, Oliver and Toad, still keeping quiet so as to not alert any foremen standing guard in their signal box gantry, or wake any snoozing diesel inches away from their boilers and footplates.

The gang soon found themselves entering perhaps the eeriest and most discomforting section of the depot; the Scrapyard. Everywhere they looked past the smog and smoke were rusted old steam engines laying on their sides in a pile of twisted scrap metal and broken engine parts, or parked along a siding next to other faceless engines.

Sunset, Twilight and the others then heard a sudden buzzing bell and a burst of factory noises reverberating the area. A continuing, low and regular bashing and clanking from clashing metal clanged all around them. Above they saw a rusted, hollow engine hoisted up from an overhead crane being pulled out of a square window space with bright, red lights beaming from an indoor foundry. The crane grinded and growled as it dropped the scrapped engine in a pile of other twisted metal and blemished iron. The group didn't want to stick around for too long and simply by passed any and all similar disturbances they came across.

"I don't see him anywhere," Oliver said.

"What does he look like?" Spike asked.

"Ach, like me of course!" Donald said, "but with the number ten instead of nine on his tender!"

He wanted to take off and look around himself, but Donald was limited to just the single track they were on. Donald became inpatient and began calling out for his brother.

"Dougie?! Dougie where are you?!"

"Be quiet!" Sunset hushed. "Someone will hear us."

"There's nae time!" Donald argued. "We might as well be too late!"

He was growing more restless by the second. Then, a faint howl of a screeching whistle startled the group. All but Donald, who was sure Douglas must be where the factory whistle came from. He saw a set of points to his right leading to a line that wasn't blocked by rolling stock or scrapped engines. Donald slinked onto the other line and chuffed off in a hurry.

"Hey, where's he going?!" Spike said.

Donald zipped past all the other engines and brake vans.

"Dooougggie!"

The engines all stopped right in their tracks.

"Donald?!" Duck called. "Get back here! You're not suppose to-"

They watched Donald disappear into the foggy distance.

"… Run off in the dark alone," Duck said, annoyed.

* * *

Donald frantically puffed through the scrapyard while searching for his brother, passing more scrapped engines along the way. He hoped Douglas wasn't among the endless scrap piles.

"Dougie?! Doouugie!"

He ran into a red ambient smelter foundry. Sparks spewed everywhere, engine pieces and boilers dangled off of gantries, and his chuffing echoed an unnerving rebound. His brother was no where to be found. Donald exited the smelting foundry, plowing through broken up pieces of metal laying on the tracks along the way. Metal chains hanging above from metal overheads brushed against his funnel and cab roof. He kept calling Douglas' name. But there was still no reply.

Though none of the spooky sights seemed to phase him, Donald was still worried a foreman or diesel might spot him. He kept his calls to a minimum, and tried peering through the intoxicating smog. But the quieter the scrapyard became, the more anxious Donald grew. The fog cleared up revealing rows of scrapped steam engines with missing wheels, fireboxes, boilers and cab roofs. Donald tried to be brave. Douglas had to be here somewhere. He could feel it. Donald didn't care if he was caught. He had to keep going.

"DOUGIE!"

"Help! Help!"

The haunting voice calling through the ambience made Donald gasped and nearly flipped in his wheels.

"Dougie?!"

"Donnie?! Donnie!"

Picking up speed again, an overjoyed Donald made his way to where the voice was calling from.

"I'm over here, man!"

Just as he hoped, the voice led Donald all the way to Douglas, who was parked underneath a small dark green building with a track line running through. Douglas was just as overjoyed when Donald's lantern emerged from the mist and chuffed onto the siding through a set of points, and parked face to face, in clear view with his brother.

"Oh, Douglas!" Donald said. "I can' believe it! Yer still in one piece!"

"Just barely," Douglas laughed, relieved to see his brother again. "But what are ye doin' here, Donald? How did ye find me?"

"What's it look like ye silly engine? I came tae rescue you. And I'm no' alone either."

Just then, Duck, Oliver, Toad, Twilight, Spike and Sunset showed up.

"There you are!" Sunset scolded. "Why did you run off like that?!"

"Half the yard is already onto us by now with the way your drawing attention," Duck said.

Donald was too cheerful over finding Douglas to mind any criticism.

"Guess what, everyone?! I found me brother! He's right here, see?"

The others soon forgot to be mad at Donald and were just as shocked and relieved to see Douglas still somewhat in tact. Douglas had a few paint clippings over his engine. His name plate was gone, and there were scuffs and white paint markings all over him from his tender to his buffers and funnel. He was not well looked after at all.

"You actually found him?" Twilight said, the most pleasantly surprised. "Wow! That's amazing, Donald!"

Douglas was surprised. "Duck? Oliver? Toad? You're here too?"

"That's right, Mr. Douglas," Toad said. "We came with Ms. Sunset and Twilight to rescue you."

"Who?" Douglas asked, brow raised.

"New friends, Dougie!" Donald chuckled. "We'll explain on the way. But for now, let's get ye outta this forsaken wasteland an' away from the melters."

"We have to get going fast," Twilight insisted. "I have a feeling someone might've heard you calling your brother."

"Agreed. Fetch our coal and water, and be off before we cause more trouble," Duck informed.

Donald biffed up to Douglas and waited for Twilight to use her magic to couple the Twins together. Douglas was shocked from seeing Donald's coupling rod levitate over onto his hook in a purple, magical aura; all from the glasses wearing purple engine's shining lantern.

"Uhh… did she just move yer couplin' rod without a shunter's pole?"

"Aye, Douglas! That she did!" Donald grinned.

Douglas was baffled to no end. Donald and the others couldn't help but snigger at his reaction, as they all got ready to haul Douglas safely and cautiously out of the Scrapyards.

* * *

The gang now had to be extra careful not to be spotted by anyone after Donald took off earlier. Especially now that they were accompanied by an engine marked for scrap. Each time they heard something or spotted someone, the group had to stop in place, shut off steam, and remain quiet until it was safe to move on. They noticed one or two foremen walking by with clipboards in hand, but they didn't seem to be aware of their presence. The group moved on the best they could without making too much noise.

"So," Donald teased, "that's twice I had tae save ye sorry tender from certain doom now."

"Ya mean compared tae the number of times I saved ye wee engine from an accident you got yerself into in the first place?" Douglas joked back.

"Ah, away an' wheesh. I'm just glad tae see me brother again."

"Says you. I should be glad more like."

"Funny how you saved me and Toad from this very yard once, eh Douglas?" Oliver mentioned. "And now here we are saving you!"

Douglas chuckled quietly, "In deed, Oliver! Some things seem tae always come back around in strange ways, eh?"

"See?" Spike said to Sunset and Twilight. "I knew we would find Douglas. Just think of how close we'll be to saving Henry and Edward!"

"Yes, Spike, you were right," Sunset smiled. "Now I'm even more hopeful that we'll find them unscathed."

"Why is Mr. Gisborne, or this Siren, or whoever's call it was keeping them on Sodor anyway?" Oliver asked.

"Maybe there wasn't enough room for them on the boat after the night Mr. Thomas and his friends tried escaping," Toad suggested.

"Aye," Douglas said. "That's why I was sent tae the mainland instead of Scotland. Gisborne didnae want tae wait for another ship tae arrive an' take me back."

"Hopefully, we'll have enough time before the next ferry arrives," Sunset assured.

"I hope so," Twilight exhaled, worriedly drifting off into her thoughts. "I really, really do."

* * *

Finally, after evading foremen and giving themselves away, the group finally located their train of coal and water. And what a train it was. There were about twenty-five blue water tankers and nearly thirty-five brown coal trucks all lined up on each track in a single row. Sunset Shimmer and Twilight Sparkle were surprised by how many Sir Topham Hatt managed to order.

"Look how many there are!" Twilight said.

"There must be enough to last us well more than what we needed!" Sunset said.

"Looks like you've got a bit of spare wagons and trucks to boot," Oliver mentioned. "Maybe enough to keep us all operational too?"

"Seems like a fair trade," She agreed.

"C'mon, Dougie," Donald blew his whistled. "Let's get that ol' firebox ae yours burnin' again!"

Twilight, Sunset, and the Sodor engines worked hard to organize all the trucks and water tankers. Donald, Twilight and Sunset helped to get Douglas refilled with coal and water until he was steaming a nice harm fire in his firebox again. Next, the engines got coupled up to their trains. Duck, Oliver and Toad were coupled up to the back train of water tankers. Donald and Douglas both simultaneously volunteered to be back engines for the coal trucks, remembering an incident where they kept switching between back and front engines for a long train of pipes. Sunset then shunted Twilight at the end of the coal train so she could couple up Spike to be its brakevan. The Scottish Twins and Spike were soon secured, leaving just Sunset and Twilight to take the front of each train.

But Sunset had an idea. She told Twilight to uncouple from her. When she did, Sunset chuffed a head and sparked beside the two front trains.

"What are you doing, Sunset?" Twilight asked.

"Giving you an open opportunity to test your driving, of course," Sunset encouraged.

"Yeah!" Spike cheered. "Give it a go, Twilight!"

Oliver, Toad and the Twins agreed and encouraged her to test her driving now too. But Twilight didn't feel it in her. She was too apprehensive.

"But… But what if I don't?" Twilight nearly stuttered.

"If not now then when?" Sunset asked.

"At a more convenient, off the clock and avoiding capture from anyone kinda time!" Twilight said.

"She's right," Duck said. "Now's not the time. Let's be off now!"

"Please, Twilight," Sunset begged. "We need everyone to carry our train."

"Ah, this train ain't nothin'," Donald boasted.

"Is no' even that many trucks, really," Douglas commented. "We've pulled far heavier loads back in Scotland."

"Okay."

Silence struck as everyone looked to Twilight. Despite her nervousness, she too wanted to get moving on her own already. After thinking it over, Twilight sighed, seeing no way to avoid this any more.

"I-I'll try."

Sunset, Spike and everyone smiled. Twilight shuts her eyes. Deep in focus, Twilight exerted her herself to move forward. Sunset and everyone watched or listened for even the slightest movement of wheels. But they didn't move. Only faint grinds can be heard; only faint. No matter how hard Twilight tried to turn her wheels, they wouldn't budge an inch. No steam came out, no smoke from her funnel billowed. Twilight just remained where she was.

She finally gave up, exhaling and panting an exasperated breath. Sunset was worried for her.

"Come on, Twilight," She said. "Keep trying. You can do this."

A weary Twilight looked down at her buffers, and with a quiet and almost teary-eyed tone of defeat, she spoke through her slow breathing.

"I can't."

Sunset and Spike were the most surprised by this. She really couldn't move at all. She was stuck. This made Spike, Sunset and the rest sad. Everyone went quiet. They felt terrible for Twilight, who was processing this much worse than her friends did. Twilight felt like crying. There was nothing she could do. She felt helpless and weak.

'This must be what Fluttershy's going through,' Twilight thought, 'having no control over an important aspect of yourself to function properly'. She wondered how Sunset managed to move on her first time in the Magic Railroad, and how shocking and frustrating of a journey it must've been. How did she learn so quickly? She didn't at first, not until Thomas let her drive on her own. But Twilight only knew half of that story.

Then, Twilight thought about Edward again, and the important lesson he taught her when he first visited their school, as well as every other moment of doubt she felt in her life. She looked around at everyone with their eyes cast down in defeat. Sunset, Spike, Duck, Oliver, the Twins, Toad, and her friends back on Sodor; they believed in her. Everything they've ever done to encourage her, to embrace the best part of who she is and the world of possibilities that come with it, all of it came swarming in her head along with echoes of Edward's lesson. Sunset, Spike, and her friends gave her strength before. And now they needed hers. Twilight Sparkle didn't want to hold back her friends anymore, not when everyone's counting on her.

Just as Sunset made the decision to fetch Twilight, she stopped only to hear Twilight exerting all her might into moving her wheels again. She struggled and toiled, each push added more pain and pressure than she'd ever felt before. Her wheels grind a some what high pitch clank, this time inching Twilight's wheels just enough to show visible movement. The others were soon drawn to this and watched in a captivated state.

Suddenly, after much exertion and grunting, all six of Twilight's wheels turned slowly but definitively in a full three sixty. Then again, and again, and again. Steam shot from her stack, her firebox burned, and smoke billowed from her funnel! Duck, Oliver, Toad, Donald and Douglas couldn't believe their eyes. Sunset Shimmer and Spike's jaws hung loose until they creased into beaming smiles.

Twilight Sparkle was now moving on her own.

Twilight chuffed slowly towards Sunset with cheeks redder than the foundry. Her eyes glared with intent, wheels clanked against the track, and steam hissed and left mist in her wake. Sunset beamed with as much determination, and chuffed up onto the other line and backed into the train of water tankers. While passing, Twilight inserted focus into her magic to hook Sunset's couples onto her train. Twilight then made her way to the front of her coal truck train, backs into it, and couples herself with the swing of her magic.

Twilight lets out a breath of relief. And, exhausted but proud, she smiled through her red, panting face while the Sodor engines cheered over her successful run.

"That's my girl!" Spike cheered.

Sunset couldn't be anymore glad, or prouder for her friend.

* * *

The two trains where now leaving the Vicarstown Goods Depot with their freight line of water and coal for their friends. Sunset, Duck and Oliver led the single line with Twilight, Donald and Douglas tailing behind.

"So far so good," Duck said. "If we stick to the Great Western way, we can make it back without-"

"HEY! Stop Right There!"

A blinding light flashed on and directed at the two trains. Everyone stopped in their tracks, startled by the booming voice. Above them was signal box gantry with a man, visible only as a shadowy figure behind the light pointed at Sunset's train.

"Are you authorized to take this stock!" The foreman asked.

"Yes in deed, Sir," Duck tried to reason. "This train's ours to take. We were sent to pick it up."

"By who?" He then pointed at the twins. "… Where're those two engines going?"

Donald and Douglas were nervous.

"Err, we're property of Sir Robert Norramby now," Douglas said.

"No steam engine is authorized to leave this depot!" He snapped. "Shouldn't you all be readying for your next melt down?!"

"Uh," Duck drew a blank.

Now everyone was getting nervous. Nobody knew a way out without causing a disturbance that would lead to an even bigger problem. Spike had an idea, however. He thought of it quick and shared it among the others.

"SCATTER!"

The Twins blew their whistles in agreement. Donald and Douglas then pushed into their train, jerking Twilight forward into Oliver, who then bumped into Duck, then into Toad, all pushing and jerking Sunset and the water tankers a head.

"STOP RIGHT THERE!" The Foreman yelled.

The Foreman blew his conductor's whistle while the entire fleet of engines descending down the tracks and into the misty, dark, smog. A buzzing factory alarm sounded off a loud, ringing echo and frightened just about everyone into chuffing faster than they could in a single line. Diesel Shunters awoke from their sleep to see a long train of steam engines with their shining lanterns, tankers, and coal trucks zipping by faster than they could blink. Everyone's wheels turned and clanked against the tracks in a rapid motion. Twilight wasn't used to pushing herself this fast, but she kept up just as well as she expected.

The group were just near the exit. They had one shot to make it out of the Depot. If their path is barricaded with diesels, Twilight, Sunset, and the Sodor engines were doomed. The way they came in finally blurred into view. Eyes glaring daggers, Sunset builds up more speed and charged towards the boarder. Duck and Oliver build up speed too and blew their whistles.

Sunset reached the exit and zipped out with Duck, Oliver, and Toad. Twilight Sparkle could see shadows of two diesel shunters closing in towards her line from both sides.

"We're no' gonna make it!" Douglas cried.

"Yes… we… are!" Twilight cried.

Twilight kept on going, boiling with determination. Her, Spike and the Twins shut their eyes and screamed for an impenetrable impact. Their train barely made it past the boarder before two diesel locomotives could collide straight into either trucks or clip one of the twin's tenders. They all made it out!

Peaking with one eye before opening the other, Twilight realized that her and their train were still in tact. She lets out a joyful cry of excitement, along with Spike, Donald and Douglas. The other train up front heard from the others and were overly relieved. Sunset Shimmer and the Sodor engines blew their whistles in celebration while they rode off down the mainline and on their way back to Sodor.

* * *

[ **Back On Sodor** ]

Meanwhile, at the Sodor Dieselworks, every diesel was packing it up for the night. Some left for their sheds on other parts on the Island while others who lived at the works stayed behind. Henry and Edward were still cooped up in the Smelting Foundry off on the side where the main Dieselworks building stood. They were miserable.

Then, BoCo came put to the warehouse, pushing Derek towards the slot beside Edward who was parked in the middle. BoCo rudely biffed Derek into his spot, sending him flying against the set of buffers.

"There!" BoCo snapped. "Don't let me catch you breaking down again or you'll be begging the engineers not to fix you!"

Derek wasn't hurt but his feelings were almost shattered.

"BoCo?! What'd you do that for?"

"Thank goodness you're here, BoCo," Edward said. "Henry and I need to get out of here and I don't know how long-"

"I'm sorry," A smug BoCo interrupted, "I don't speak scrap iron."

"Excuse me?!" Edward said, appalled.

"It's bad enough you're still here, now you won't stop yapping. Now pipe down and let us diesels have our sleep!"

And on that, BoCo backed away from the warehouse and exited the Dieselworks. Edward and Henry both shared looks of worry.

"Oh?" Derek said, seeing the two steam engines. "What're you two doing at the Dieselworks?"

"Waiting for the next ship to take us off Sodor," Henry said, miserably.

"What's gotten into BoCo?" Edward asked.

"Don't know. He wasn't like this when we got here," Derek said. "Half of us weren't. Diesels may be a bit rough around the edges, so to speak, but I never knew BoCo to be this mean."

"Neither did I." Edward then whispered to Henry, "It must be the Siren's doing."

"A what?" Derek asked.

"You know," Henry explained. "A creature who's singing can-"

Edward stammered and scoffed to get Henry to stop.

"Oh. I mean… never mind?" He grinned, innocently.

Derek raised a brow in confusion before deciding not to bother asking for clarification.

"So… they're keeping you here until then, huh?"

"I'm more worried about our friends," Henry confessed. "Luckily, they managed to get away and escaped to-"

"Henry?!" Edward warned, cutting him off and whispering again. "Not in front of the enchanted diesel."

"But he seems nice to me, Edward."

Not a lot of steam engines have ever really been this friendly to Derek before. But he was still a little downcast despite feeling complimented.

"It-it's okay. I won't tell anyone where they went."

Edward was a bit surprised, but didn't show it.

"Hm. In any case, hopefully they'll think of a way to save us soon."

"You saw how those diesels ambushed us, Edward," Henry said. "There's no way a steam engine can stand up to them."

"Our friends from Canterlot High can though. Remember?" He whispered again, "with their magic."

Derek faintly heard Edward bring up magic and continued being perplexed by their conversation.

"You really think they'll come for us, Edward?"

"No question."

Henry was still upset. "I can't imagine what Fluttershy must think of all this."

"Fluttershy?" Derek said.

"She's a very good friend of mine," Henry explained. "She's very kind, and helpful, and sweet."

"But a little nervous at times too," Edward chuckled, feeling a bit more comfortable around Derek.

"I was supposed to give her a piece of bark tree from my forest. But now I lost it, along with the tree bark she gave me when I crashed."

Derek didn't understand most of what they were talking about, but still tried empathizing with them.

"Err, I see? Well, uh… maybe you'll see your friend again one way or another."

"But what if we never do?" Henry whimpered, growing more dismayed. "Even if they decide to go to Sodor, how would they ever get by in our world; against all these diesels in such little time?"

"Henry-" Edward was interrupted by a hysterical Henry.

"We'll already be long gone by the end of this week! And we never got to say goodbye!"

Edward was saddened by what Henry said, because he knew it might be true. Derek felt bad for them, even though he felt as though he shouldn't. Despite the possibility, Edward couldn't, and didn't want to believe his friends weren't coming. He knew there were going to rescue them, even if the odds looked bleak in comparison to the circumstances at hand.

"You know," Edward explained, trying to ignite hope in Henry again, "back when Twilight was studying Gold Dust for us, she nearly quit her research when learning that the jar of Gold Dust she'd lost was used to cause my accident."

Henry and Derek drew their attention to Edward.

"She blamed herself for us almost turning into Husks, and wouldn't get herself involved with Gold Dust again. But do you know what I told her?"

"What?"

"'When at times you seem derailed, get back on track and keep on chuffing. And most importantly; never, never, never give up'."

Henry was intrigued. Even Derek felt inspired by what he heard. He smiled, attributing what Edward said into his own troubles with braking down. Perhaps that could be a way to deal with teething troubles.

"Say," Derek said, "that's not such a bad motto you got going for you there."

Edward smiled as he continued. "Twilight Sparkle may doubt herself sometimes, but when the going gets tough, she has dependable friends to get her going on the right track again. And knowing them, I'd say we're in pretty good hands."

Henry started feeling a little more at ease now. He knew everything Edward said was true. Each of their friends from Canterlot High had each other to believe in. Edward stared wistfully up at the night sky and the twinkling stars shining brightly.

"Wherever they may be right now, we'll be here waiting," Edward said. "I know our Canterlot High friends will come for us. Because I believe in them. And I believe in Twilight Sparkle."

Henry and Derek smiled and joined Edward as they looked up at the stars, now filled with a little more hope than before.

* * *

 **To Be Continued.**


	14. Chapter 14: Off The Rails

**Synopsis: While Twilight and Sunset were on their journey to the Other Railway, Applejack, Rainbow Dash, Pinkie Pie, Rarity and Fluttershy try to work out a strategy for taking down Adagio Dazzle. They have one suggestion in mind, but will it work in their favor, or will the Girls need a stronger system to utilize it's effectiveness?**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 14: Off The Rails**

Paxton was pulling hopper trucks loaded with stone to the Quarry early in the morning. The Sun was just beaming over the horizon, shading the skies with a warm orange shine, and birds sung melodies to start the day right. But Paxton wasn't having such a good morning so far. Most of his steam engine friends gone. It was still upsetting for him to think what will become of them if they're not working anywhere. He was happy to make new friends, but most diesels didn't like being friendly for some reason. This made Paxton even more upset. He had no friends to say hello to anymore.

Later on, Paxton spotted Diesel while traveling down the mainline. He perked up and approached Diesel, giving him a friendly honk of his horn.

"'Ello, Diesel!"

Diesel was startled, then scowled when he saw it was just Paxton.

"Now there's a friendly face I can say hello to. Isn't this a lovely morning we're having?"

"Leave me alone, Paxton," Diesel grumbled, not paying any mind.

"Where're you off to now? You were practically gone all day yesterday.'"

"Where I am and where I'm going is of no concern to you."

Paxton gasped eagerly. "You're going back to that high school, aren't yah? Through the Magic Buffers?!"

Diesel rolled his eyes in annoyance. He was not going to put up with Paxton and his eager spirits again.

"Oh, can I come with, Diesel? Pretty please?!"

"No, Paxton!" Diesel snapped. "You've got your own job to do."

"Aw! But I want to visit my new friends again."

"I don't care, Paxton. Director Gisborne gave me a job and me only. So, stop dilly dallying and leave me be already."

Paxton stopped in his place, a bit offended. Diesel was acting ruder than usual, much more unusual even to Paxton. He watched Diesel exit the mainline by passing a set of points and disappearing into a branchline surrounded by trees. Paxton was most upset. No matter how hard he tried, no diesel wanted to be friends with him. Not even Diesel, who Paxton hopped had warmed up to him after their trip to Canterlot High. Working on Sodor wasn't as fun anymore if he didn't have friends.

Paxton honked his horn and continued his delivery, still a lonelier diesel than he was when all the mainland diesels populated Sodor.

* * *

The Sodor Steamworks was quiet. The dawn of morning provided a dim light in the dark workshop through the windows and skyline. The Girls were still fast asleep, thinking they'd have trouble doing so, but were now still as a statue. Fluttershy, Pinkie Pie, and Applejack slept under a green shed in front of the turntable. Rainbow Dash and Rarity slept across from them against two sets of buffers.

Sir Topham Hatt arrived along with a few men and entered the shop. The men worked to get the lights and machinery working again. The Girls were surprised when they awoke to a sudden light flash and humming noises.

"Good morning, everyone!" Sir Topham Hatt greeted.

The Girls yawned and tried to make bare of all the noise. This was also their chance to really get a look at the Steamworks. But some were still a little dreary eyed.

All around the shop there were welding machines, flatbeds and dollies with engine parts collecting dust, boxes, crates, and boards for carrying stuff on a crane. There was a transfer table outside for engines to enter through either three entrances with duel gauge tracks. A foundry, a steam hammer, a forge, and a building serving as a boiler shop took up space around the workshop and between the Girls. There were lathes, hot air blowers, locomotive gantries, inspection pits, and a painting area. The shop was cluttered with other such tools and other paraphernalia. Such as ventilation tubes, shelving, single tracks, and high platforms for people to stand on.

Rarity and Rainbow Dash puffed forward a bit to meet the others near the front.

"Ugh, what time is it?" Rarity moaned.

"It's time to get up and at 'em," Sir beamed. "We have a busy day a head of us."

"Who are these people?" Rainbow Dash said, noticing the engineers.

"Those are engineers. I was able to get a hold of some of my old co-workers and asked if they'd lend their assistance."

"Did You Tell Them That Gisborne's Under An Evil Creature's Spell From An Alternate World Who Wants To Turn Us All Into Mindless Zombies?" Pinkie Pie asked.

A few engineer's shared looks of confusion. Sir Topham Hatt tipped his fingers.

"Ah, well, I was going to lay that out as organic as possible. But now that won't be necessary."

Applejack looked around the Steamworks, noticing something missing.

"Wait a minute. Aren't Twilight and Sunset back from that other railway yet?"

"I'm afraid not, Applejack," Sir said. "But rest assured, we can expect them back soon. You've still got plenty of coal left from yesterday. But for now, it's best you all stay at the Steamworks and have the engineers look over any damage."

Sir Topham Hatt was still without his black top hat and black jacket. He takes off his black tie, wraps and ties it around his head. Sporting determination, Sir Topham Hatt then walked over to grab a shunting pole leaning against a pillar.

"Now, let's get to work!"

Him and the engineers did their best and inspected the engines as best they could with the limited equipment and resources they had. They made a couple of tune ups with their wheels and cleaned off any scuffs or scraps that could lead to possible damage. Sir Topham Hatt mostly stood on the sidelines with his shunting pole planted on the ground as he overlooked the inspections. The Girls wondered why Sir Topham Hatt wasn't putting in any work himself. He simply explained that his doctor forbid it. But this did little to convince them.

"So, how was your first night on Sodor?" Sir Topham Hatt asked, looking to change the subject.

The Girls murmured with uncertainty. Pinkie Pie exclaimed her excitement.

"Ah-Mazing! A Dream Come True! It's Like Staying In Our Very Own Hotel! Or A Beach House! Or A Cabin In The Woods!" She inhaled. "Or A Resort With Everything As The Main Attraction!"

"Please, Darling," Rarity rolled her eyes. "A rugged old motel is more deserving of a five-star rating than this dilapidated warehouse. Although, I suppose it did provide us some feasible comfort."

"That's all I could really ask for in a proper living space," Applejack said. "Not to mention it beats bein' out in the open where one too many diesels can catch us."

"Good thing Mavis isn't like that," Fluttershy said. "At least one diesel is on our side."

"What About Paxton?" Pinkie Pie said. "He's A Friendly Diesel. Not Like Diesel. He Was A Real Meanie!"

"Oh, yes!" She agreed. "Paxton wasn't bad at all. He was actually very nice. I hope he's alright."

"Maybe he was friendly when we last met him," Rainbow Dash said, "but Paxton could totally be under the Siren's spell by now."

"There's no telling who to trust," Applejack asserted. "Better to keep our distances from any diesel we know aren't enchanted."

The Girls and Sir Topham Hatt talked until the engineer's finished their inspections. After which, they decided to wait for Twilight Sparkle and Sunset Shimmer to return from the Mainland with their shipment of coal and water. Everyone waited, but they haven't returned. The Girls started to worry until Sir Topham Hatt assured them that a trip to the Other Railway is a lengthy one, so they likely be back earlier in the afternoon. The Girls tried to suppress their worries by talking about something else.

"What we should do is figure out a way to defeat this Siren," Applejack suggested.

"I still don't see why we can't simply use the same method as before," Rarity said.

"'Cause ponying up is kinda hard to do without our instruments or any hands to play them with, Rarity," Rainbow Dash said.

"Plus, the Siren will know how to counter our counter spells," Fluttershy added. "She even told Sunset our magic might not work like it does back home."

"I Know!" Pinkie Pie added. "Why Don't We Just Sing To Undo Her Spell? It's Not Like We Need Our Arms Or Legs To Make Songs. Our Magic Activates Just By Being Who We Are."

"Exactly," Rarity said. "Thomas and his friends sing all the time whilst out and about!"

"A little too much if you ask me," Sir Topham Hatt murmured to himself.

"So long as we're careful," Rarity continued. "We can show this Siren that the magic of Friendship is still on our side. And we will show it; by embracing our musicality to the whole of Sodor!"

"Well," Applejack paused. "I suppose it's worth a shot. Not like they're any other options at the moment."

"Only... what song are we gonna sing?" Fluttershy asked.

There was a long pause as the Girls all looked at each other, trying to decide what song of theirs to play.

"We don't have to play any specific song," Rainbow Dash said. "As long as we play them together. Right?"

The Girls all agreed.

"Have no fear, darlings," Rarity said, confidently. "I know just the song and melody to do the trick."

The Girls, Sir Topham Hatt and engineers looked over to Rarity to hear what she had.

* * *

[ _The song started off slow, eventually building up with a synth sound and gentle guitar string to set the tone. The synth sound became louder. The Girls got ready to jump in and sing along with Rarity and her song._ ]

 **Rarity:** "Sitting here with my head in the clouds. Ideas they come and go."

"Sketching my heart out, nothing will turn out. Everything seems so-so."

[ _An engine hoist lowered down on top of Rarity and slowly pulled her up and off the tracks._ ]

"I've been here before and I know that I can do it if I try."

[ _The Girls watched in aw as Rarity was now hanging off the ground from the Gantry._ ]

"But why, oh, why"

"Must I stumble before I fly?"

[ _Suddenly, Rarity was now puffing up Gordon's hill, exerting all her strength to climb the steep slope with her wheels turning rhythmically._ ]

[ _ **Rarity:**_ _"My wheels keep turnin'."  
_ _ **The Girls:**_ _"Oh, oh!"_ ]

Her firebox burned a nice, strong fire to keep her going.

[ _"My fire's still burnin'."  
"Oh, oh!"_]

A determined Rarity struggled to reach the top.

[ _"'Cause right now I'm learnin'-"  
"Oh, oh!"_]

She finally made it to the peak of Gordon's hill and overlooked the entire Island and it's vast view.

[ _"How to get to the other side!"_ ]

Rarity smirked with intent. She then nudged herself forward and began rolling on down Gordon's Hill.

[ _"It's a game of waitin'."  
"Hey, hey!"_]

Rarity sped faster and faster, plummeting at a high-speed rate.

[" _Anticipatin'."  
"Hey, hey."_]

The other Girls were still anticipating their cue to jump in. Rarity was enticing a good build up, one that the Girls were eager to start singing to.

[" _But I keep creatin'."  
"Hey, hey."_]

Rarity reached the bottom and was going faster than ever.

"So, I can get to the other get to the other side!"

[ _She breaks through an invisible glass barrier upon speeding down the line, and enters a make-believe realm with a purple and violet back drop. Rarity floated in a slow moving yet stationary stance while light blue diamond lozenges twinkled and fell past her. Everyone else floated in this realm too. Some were enjoying it, but others weren't sure about Rarity's song choice._ ]

 **Rarity:** "Get to the other side, hey!"

[ _Despite the song's invigorating build up, it soon halted into a much slower tempo and synth beat. The other Girls were a little thrown off by this and still waited to join in. But it seemed Rarity's song wasn't meant to include other people. Especially the chorus. There were no other lyrics other than one or two lines, and the slow beat didn't ignite any of their pony powers._ ]

"Hey! Get to the other side."

[ _Rarity was enjoying herself, however. The floating crystals, sparkles, and other twinkling, diamond manifestations accentuated Rarity's appearance by a lot. Her friends may not be into it, but Rarity found herself lost in her own song._ ]

"Hey! So I can get to the other get to the other..."

* * *

"Hold up!" Applejack called.

The music stopped and the Girls were back in the Steamworks. The Gantry lowers Rarity back down to the tracks, wondering why everyone wasn't singing along to her song.

"Not that this song ain't great or nothin', Rarity, but isn't there suppose to be an actual chorus for us to join in?"

"Oh, uh, I guess not," Rarity giggled, sheepishly.

Rainbow Dash scoffed.

"Alright. Let's hear what you have, Sugarcube," Applejack said to Fluttershy.

Fluttershy nearly jumped in her tracks.

"M-me?"

"Yeah!" Rainbow Dash encouraged. "You're great at coming up with songs. I bet you have one that'll totally rock that Siren back to last century."

"Well, I guess I do. But… I only wrote one song recently. And, um, it was only just for me to sing, and, well-"

"Ohhh!" Pinkie said, intrigued. "Exclusive! Start Us Off, Fluttershy!"

"But-"

"START US OFF!" She grinned with a squee.

Frightened, Fluttershy looked around at everyone staring at her. The pressure was too much for Fluttershy. But seeing her friends baring smiles cornered Fluttershy into beginning her song anyways.

"Um... okay... Uh..."

 **Fluttershy:** "D-do you think the coast is clear?"

[ _The girls could hardly hear anything, much to some of their confusion and slight irritation._ ]

"Uh, a little louder please," Rainbow Dash said.

"Oh, sorry, um." Fluttershy cleared her throat.

 **Fluttershy:** "Do-do you think… the coast is cl-cl-clear-"

"Louder!" Pinkie yelled.

[ _But Fluttershy's faint, stuttering voice couldn't carry off with her friends and engineer's all staring at and waiting to hear her sing. She was too nervous._ ]

"I… I don't want to," Fluttershy whimpered.

"It's okay, Sugarcube," Applejack said. "You don't have to start us off no more. Rainbow Dash, got anythin'?"

"Like you need to ask," She boasted. "Sit back and let the superstar singer show you how it's done."

The Girls all rolled their eyes.

[ _The Lights shine off, leaving the Steamworks in the pitch of dark. The light's flicker on only at Rainbow Dash, who rolled forward while an upbeat rock song strummed into play and backing vocals followed in the same rhythmic beat._ ]

 **Rainbow Dash:** "Awesome as I wanna be!"

"NO!" Everyone shouted.

Rainbow Dash looked at everyone giving her dismissive glares.

"What?! Why not?"

"'Cause we need somethin' that includes us all, Rainbow Dash," Applejack scolded. "Not just you gloatin' about how awesome you are."

"But I am awesome! We all are! And that Siren needs a serious reminder."

"Oy vey," Rarity exhaled. "Please tell us you have something we can work with, Pinkie."

"Sure Do! Ready?"

The Girls all confirmed.

"Hit It!"

* * *

[ _The Steamwork's headlights flash on and shined down on all five Girls. This tempo was way more upbeat. Nothing less expected from Pinkie Pie. And it was just the energy they needed to conquer up their pony powers._ ]

 **Pinkie Pie:** "Put on a smile, it's a coinky-dink world. Laugh yourself awhile in a coinky-dink world."

[ _Pinkie Pie chuffed onto the turntable and spun around on it._ ]

"Come on, take a whirl through a coinky-dink world!"

[ _Pinkie ended up next to Rainbow Dash and Rarity, who provided some vocals while Pinkie Pie chuffed forward and tooted her whistle. Even some of the engineers were dancing along._ ]

"You never know where you'll find a best friend."

 **The Girls:** "Coinky-dink, coinky-dinky-doo-wah!"

[ _Pinkie faced everyone from the Steamworks entrance, still rocking on her chassis. The men kept dancing to the beat as well. But it wasn't long until they realized Pinkie Pie had a lot more range than a normal engine._ ]

"In a loud crowd or sittin' all alone."

"Coinky-dink, coo- wah, what?"

[ _Although they were enjoying her song, the Girls started having trouble keeping up with Pinkie Pie and her singing, especially when the song transitioned into the main chorus. It was much too fast paced and all over the place to sing along in sync._ ]

"A little bitty smile has the power to start some fun."

"Oh, dear," Sir Topham Hatt said.

[Sir and a few engineers hid out of site when things became too unruly. Before anyone knew it, _Pinkie Pie was all over the Steamworks. From hanging off the locomotive hoist, with the machine shifting her up, down, left and right, to swinging from chain to chain like jungle vines with hooks latched onto her footplate and buffers._ ]

 **Pinkie Pie:** "It's a zip-zap-toe-tap coinky-dink world. A cling-clang-shake-your-thang coinky-dink world."

[ _The lyrics were going by quicker than they could get out. Too exhausted, the Girls had to quit singing and opted to get Pinkie's attention._ ]

"Uh, Pinkie," Rainbow Dash said.

[ _A hyperactive Pinkie Pie was too busy having fun while spinning rapidly in a dizzying blur on the turntable._ ]

"A wham-pow-wonder-how coinky-dink world."

"Pinkie, can yah pause yer singin' for a sec?" Applejack called.

[ _But Pinkie still sung, unable to hear her friends calls through her own voice._ ]

"Take a whiiirrrrrl in a coinky-dink-"

"Pinkie!" Everyone shouted.

* * *

The Turntable and music abruptly stopped. Most of the girls were now trying to catch their breaths. Sir Topham Hatt and a few engineers peaked from their hiding places when all was quiet. Wondering what the problem was, Pinkie Pie reversed back in front of Fluttershy and parked next to Applejack.

"Now, darling," Rarity began, "the song is truly ideal for conjuring our magic, but some of us are barely keeping up."

"It's a little too energetic," Fluttershy added.

"Aw!" Pinkie said a little disappointed. "But I Really Liked That One!"

"This isn't going to work out if none you girls can agree on a song," Sir Topham Hatt commented.

"But it will!" Rainbow Dash said. "Just gotta keep throwing out ideas until one sticks."

"That leaves you, Applejack," Rarity said. "Please, do have something equitable."

"Hmm. Let's see, now," Applejack pondered. "There is this one song I thought of a few days ago. It's simple, to the point, and _everybody_ can swing to it!"

"Enough to give it a test drive?!" Rainbow Dash said.

"Fantastic! This may finally be the-" Sir paused when he reheard Rainbow Dash. "Eh, test drive?"

"Let's Take Our New Song For A Spin On The Rails!" Pinkie Agreed.

"Now hold on a minute!" Sir interjected. "We shan't be going anywhere! How do we know your singing magic even-"

* * *

[ _Sir Topham Hatt tried to warn them all to stay put, but Applejack was already beginning her song. Starting off with an acoustic sound, she chuffed out of the Steamworks and rolled onto the transfer table._ ]

 **Applejack:** "Before the sun comes up, you gotta start your rocket boosters."

[ _The sun was now fully beaming in the sky with the daytime ambiance surrounding Sodor and all it's beauty. A local roster pecking the ground outside crowed in response._ ]

"Rise and shine, I'm feelin' fine. Wake up, Mr. Rooster."

[ _Applejack puffed forward to give her friends room to couple up. Rainbow Dash coupled up behind her, then Rarity, then Pinkie Pie and Fluttershy until they were all connected in a single train._ ]

"The early bird gets the worm. The sunrise makes me squirm."

[ _When everyone was ready, Applejack and the others puffed out of the Steamwork's Junction and made their way onto another line. Sir Topham Hatt, stumbling and yelling for them to stop, hopped on board Fluttershy before the Girls could leave him behind._ ]

"Oh, keepin' busy is keepin' good. Keep on goin' just like you should."

[ _The Girls veered passed bends and paraded through Sodor's mainline in a leisurely pace. They swayed and lurched on their wheels all the while, not paying any notice to anyone who might spot them._ ]

"Call me crazy, misunderstood. But you won't hear me complain."

[ _Sir Topham Hatt kept calling and trying to get their attention. But the girls were too distracted._ ]

 **Applejack:** "'Cause I got time to spare. Fun to share."

"My friends along."

"A job well done by the break of daaaaawn!"

Suddenly, everyone's geode lanterns began to glow. It wasn't long until their entire being began to radiate the same amount of light they would when ponying up. Glowing lights of orange, blue, white, pink an yellow shined brighter than the sun. The Girls stared in aw at their beaming lights. Even Sir Topham Hatt was surprised by the music's effectiveness. Whatever they were doing, it was showing clear results.

"It's working!" Rainbow Dash gasped.

"It certainty is!" Sir Topham Hatt cheered. "Now this is a song I think we can all get behind!"

[ _A bashful Applejack was soon distracted by her own glowing geode, and grew more confident in their music number._ ]

 **Applejack:** "Strum a guitar and sing this yarn!"

* * *

[ _The Girls arrived at Ffarquhar Quarry where Mavis was shunting trucks loaded with stone. She paused in the middle of shunting when faint singing echoed around the rocky cavern. Bill & Ben emerged from the single road shed close by to Mavis to check on the noise as well._]

"Keepin' busy is keepin' good. Keep on goin' just like you should."

[ _To their surprise, Applejack, Rainbow Dash, Rarity, Pinkie Pie and Fluttershy were all coupled up in a single train and making their way past the Quarry. They were a bit confused over why they were passing until hearing Applejack's song._ ]

"Call me crazy, misunderstood. But you won't hear me complain."

[ _Applejack gave a playful wink_ upon seeing the three engines. _The rest eventually joined in and shifted on their chassis while singing along to their song._ ]

 **The Girls:** "'Cause we got time to spare. We got fun to share."

[ _Even Mavis, Bill & Ben shifted and rocked to the rhythm as well. They enjoyed their song at lot, enough to put a smile back on their faces. The Girls kept singing even as they left Ffarquhar in brighter, up beat mood._]

"Our friends along."

"A job well done by the break of dawn!"

[ _At Arlesbrugh Harbor, Paxton stood alone, still sad over Diesel's rudeness and not having any diesel friends to make. Then he heard familiar voices approaching him from behind. Rolling up on the other line next to him were the Girls still singing Applejack's song._ ]

"Keepin' busy is keepin' good. Keep on goin' just like we should."

[ _Applejack, Rainbow Dash, Rarity, Pinkie Pie and Fluttershy pass a curious Paxton, who quickly became excited over the music being played. He was surprised to see the five steam engines on Sodor. But Paxton was more distracted by their song._ ]

"Call us crazy, misunderstood. But you won't hear us complain."

[This made _Paxton feel happy again. He beamed as bright as he had in the last few days. He swayed on his chassis to the catchy song, watching the parade of steam engines pass by._ ]

Paxton laughed. "Good show!"

 **Applejack:** "Yee-haw!"

The Girls veered off to their left on another line heading towards Arlsbrugh Harbor's concrete Jetty. At the edge was a light house that stood next to two sets of buffers looking out to the sea next to the harbor's actual docking ports. Rainbow Dash quickly noticed this and tried calling out to Applejack so they can stop.

"Uh, Applejack?"

But Applejack and the others were too busy singing her song. They were nearing the rocky waterfront where the buffers would stop an engine from tumbling off into the sea. A little too close with no sign of stopping even.

"Applejack?!"

The other girls soon caught on what was happening when Rainbow Dash's calls broke through their singing.

"Applejack!"

Everyone but Fluttershy applied their brakes, but Applejack's glowing geode lantern allowed her to keep tugging everyone still coupled. There was no halting Applejack or her immense strength now.

 **Applejack:** "A job well done by the break of daaaaaaaaahhhhhhhh!"

* * *

Applejack was too late to see the on coming buffers to react on time. She charged through and demolished the buffer beam clean off its rails with rubble flying off and teetering her off the track.

She skidded towards the edge with the crushed buffer beam plowing underneath her wheels until reaching the port's end. Slabs and wood chips fell into rocky waterfront. Applejack's wheels hung and dangled off the edge. Her front weight dipped forward and arched her cab and front tender upward. A terrified Applejack panted as she slid closer to the rocky isle.

"Oh-no! Oh-no!"

Her wheels scraped against and broke away the border's concrete structure. The Girls panicked and worked to keep Applejack from falling into the sea.

"We got you!" Rarity called.

Their wheels grinded and skidded against the track, emitting sparks that spewed from the screeching wheels. Rainbow Dash dangled half way off the tracks following Applejack's tumbling tender. With the help of her friends, she managed to stay on track. Sir Topham Hatt climbed out of Fluttershy and inspected the situation. If he uncoupled everyone, it would just send Applejack straight into the water. But if he didn't, Applejack's heavy weight would just drag everyone into the sea with her.

Just then, a diesel horn threw everyone into an even greater panic. But Sir Topham Hatt showed no fear after seeing where the horn came from.

"Couple me up, Sir!" Paxton called.

Sir Topham Hatt ran over to Paxton with his shunter's pole and quickly swung his coupling chain onto Fluttershy's hook.

"Ready to pull!" Paxton beamed.

The Girls were overtly confused to say the least. But if this was gonna rescue their friend they had no time to question. Sir Topham Hatt ran up towards the middle and gave his orders.

"On my command! And, heave!"

With the tug of their coupling chains, the Girls pulled back as hard as they could. Their faces burned red, steam hissed from their boilers, smoke from their funnels, and wheels grinded, slipped, and spewed sparks. Applejack neared the rocky waters but was soon pulled back towards the port again. Slowly and surely, the Girls dragged Applejack back across the gap between the track and ledge until her tender and engine hugged the rails again.

Everyone exhaled a huge sigh of exhaustion afterwards. Applejack panted but was relieved to not be dangling off the ledge. Her and the others were all safe and sound.

* * *

The Girls, Sir Topham Hatt, and Paxton returned to the Steamworks, towing Applejack inside the factory and parking her under a green shed next to the boiler shop. Pinkie Pie and Fluttershy parked underneath as well while Rainbow Dash and Rarity stayed by the entrance with Paxton in the middle.

Sir Topham Hatt descended from Paxton and went up to inspect Applejack.

"It's not that bad, is it?" Applejack asked, looking worried about her battered front.

Sir Topham Hatt stroked his chin. The other girls were just as worried over her condition.

"Hmm. Regardless whether or not it is, you'll still need repairs. One small problem could lead to an even bigger issue if not fixed right away."

Paxton was happy to see his new friends from Canterlot High again. And on Sodor no less. They explained their reasons for coming to Sodor as a response to Thomas and the other steam engines in danger of being scrapped, and that they still needed to rescue Edward and Henry, who were caught trying to escape with the others nights ago.

"I am so glad to hear that a few steamies are alright. I almost went back to your school just because too many engines were being unfriendly. But now I don't have to, because now you're here instead," Paxton laughed. "Oh, what are the odds of that, eh? Ahh, amazing."

"Helping Us Save Applejack Was Even More Superdiciously Amazing Of You!" Pinkie Pie said.

"Thank goodness you're not like the other diesels," Fluttershy said. "We were worried everyone on Sodor would be under the Siren's spell."

"Eh?" Paxton looked baffled. "A Siren's spell?"

"Oh? Have you not heard of what's going on, Paxton?" Sir Topham Hatt asked.

"I don't think so. All I know is that Director Gisborne is in control now, and he's only allowing diesels to work on this Railway. Which is ashame, really. I really do miss my steamie friends."

"Have you noticed anything off about these diesels?"

"Well, any time I try to be friendly with anyone, I'm met with rude remarks. I know not all diesels are this unkind. Why do you suppose they are now, Sir?"

"Yeah, about that," Rainbow Dash commented.

The Girls told him everything Diesel said to them during the two diesel's visit to Canterlot High, and what they learned through Gerard Gisborne's plan to over throw steam engines. They were still iffy over what the Siren's true intentions were, but the rest of their clarification was enough to leave Paxton horrified and betrayed. All this time he thought he was helping Diesel and Adagio Dazzle towards a greater goal for other diesels. When in reality, they were only trying to rid the Island of steam engines in what seemed like a revenge plan against the Girls for stripping the Siren of her powers.

"So, Adagio and her friends are really Siren's from a pony world who want to suck up our negative energy?"

The girls reconfirmed with Sir Topham Hatt as their alibi. Paxton felt deeply guilt ridden. The thought of playing a part in Diesel's schemes was a large blow to his radiator.

"I-I can't believe it. All this time I was helping them take over Sodor? Oh! What have I done?!"

"Hey now, Paxton," Applejack said. "It ain't your fault."

"But it is. Diesel tried pushing me away, but I kept going along with him. I even convinced Aria and Sonata to come to Sodor once the big plan for the diesels was complete."

"Well, if they're gonna be on Sodor after everyone's enchanted," Fluttershy said, "Then all we have to do is make sure Sodor isn't completely taken over."

"True That! And If You're That Broken Up About It," Pinkie Pie said, "Why Not Help Us Save Our Friends?"

Paxton was surprised. "You… want me to join you?"

"We _are_ in definite need of more friends on our side," Rainbow Dash added. "Especially diesels we can trust."

Everyone collectively agreed. But Paxton's spirits were still at a low.

"That all sounds well and good. But I wouldn't want my help after what I did. I'm nothing but a silly diesel."

"Darling, of course you're not," Rarity sympathized. "Your heart was in the right place. It was Diesel who never spoke of their true intentions. If there's anyone you could blame, it's him."

"Believe me, Paxton," Sir Topham Hatt said. "Diesel will be hearing a strong word from me when and if I get my Railway back."

"I'm not so sure."

"You feel bad fer what you've done," Applejack said. "The way I see it; that just shows you wanna make a difference. So why not make up for it by joinin' our cause instead?"

Paxton looked to all the Girls and their inviting smiles. He did feel bad for not realizing what Diesel and Adagio really had planned for Sodor. But given how the Girls were offering him to amend this mishap, It wasn't long before he too got over his qualms and regrets, and smiled back in return.

"How can I help?"

* * *

Meanwhile, at the drop of the Vicarstown Rolling Bridge, Twilight Sparkle and Sunset Shimmer's trains puffed through the bridge with Duck, Oliver, Toad, Spike, Donald & Douglas coupled up behind. The brigade of engines was feeling victorious from their journey to the Mainland. They puffed through Sodor's valleys and hurried through the mainline to the Sodor Steamworks.

The group arrived and parked the load of coal and water on a siding next to the building. Twilight and Sunset met and faced the Sodor engines from another line once the train was organized.

"Love to stay and help more, Girls," Duck said, "but we've been out longer than we should've been."

"If ye lot need any help again at all," Donald said, "dinna be afraid tae ask."

"Just don't come crawling back too often," Duck assured. "Don't want to raise any suspicion with our constant absences or frequent visits."

"We'll likely be getting in touch with you guys sooner than expected," Sunset Shimmer said.

"Sunset, Twilight," Douglas said, "Thanks for helpin' Donald rescue me. We owe ye big time."

The two girls beamed happy and proud smiles while Duck, Oliver, Toad and the Twins took off back to Ulfstead Castle.

Inside the Steamworks itself, the Girls parked in their regular spots to face outside the shop's entrance. Paxton was just about to head out after a trip on the turntable when he and the others heard a prominent chuffing and steaming sounds approaching them, followed by Sunset's whistle. The Girls, Sir Topham Hatt and Paxton heard the two engines puffing onto the transfer table. upon seeing Twilight puffing into the Steamworks on her own, the Girl's jaws all collectively dropped in shock. Pinkie Pie inhaled and gasped the loudest.

"Twilight?!" She beamed. "You're Moving! You're Driving On Your Own!"

Twilight, with Spike coupled behind her, and Sunset pulled up in between the Steamwork's entrance way.

"And we got enough coal and water to last us longer than whats needed!" Sunset said.

"Well I'll be a baby cattle takin' its first steps," Applejack said.

Everyone praised Twilight for being able to drive now. Fluttershy was equally happy for Twilight, but looked down at her own wheels with a saddened face. She still hadn't gotten used to her brakes, and it made her more upset to still not have them mastered, especially seeing how it might've added to Applejack's accident. But Fluttershy tried pushing aside her qualms to congratulate Twilight's achievements.

Sunset and Twilight were almost alarmed to see Paxton with their friends. But after quick clarification, they knew now that Paxton was on their side now as well, and more than eager to do whatever to make up for his confusion.

"Excellent!" Sir Topham Hatt said. "You've got yourselves fuel and managed to return safe and sound."

"And good job on learning how to drive, Twilight!" Paxton praised. "Sounds like you lot have gone through a bit of a difficult run."

Twilight let off a calm steam before making a speech to her friends.

"I know you're all counting on me and Sunset to see us through this journey. And while I still think I might not do a good enough job keeping us together, I'm more than willing to do what it takes to get us on the right track."

The Girls all looked at each other first. They initially felt bad about Twilight feeling pressured to lead the way. Even Sunset felt a little bad for pushing her until the rest returned to their encouraging and proud smiles.

"Plus," Twilight continued. "A good friend of ours once taught me something very important the last time I doubted myself this much."

"Oh?" Rarity smiled. "And what was that?"

"'When at times you seem derailed, get back on track and keep going. And never, never, never, give up," She shut her eyes, repeating his words in her head.

"Uh, that's it?" Rainbow Dash said.

"Any one of us coulda told you that, Sugarcube," Applejack said.

Twilight giggled. "I guess you had to be there."

The Girls collectively murmured in agreement.

"I Don't Get It," Pinkie announced.

"I also wanna thank Sunset for supporting me throughout," Twilight said. "I never would've imagined myself accomplishing anything like this before meeting you all."

"Same goes both ways," Sunset said.

"Enough talk!" Rainbow Dash beamed. "Time to get fueled up!"

Everyone agreed and eventually got to work on their next plan of action. Sunset and Twilight shared friendly smiles to one another before joining their friends in their discussions.

* * *

Paxton left the Steamworks with a cheerful smile as all the doors close shut. He then froze in place when two diesel locomotives, Skinhead and Western, stopped in their tracks from a branchline not to far from the shop. They had just left the Dieselworks after being repaired from their encounter with the Girls yesterday. The two wary diesels eyed Paxton and his stunned, shriveled face. Then, Paxton tried putting on a professional tone.

"Sorry, fellas. Access to the Steamworks is off limits," Paxton instructed. "There's still some renovation going on. So, if you happen to hear any strange whistling or clattering noises, then that means the workmen are busy doing… uh, stuff!"

The two diesels raised a suspicious brow. Paxton cleared his through and edged onto the transfer table.

"Oh," He continued. "And I'll also be making deliveries for the workmen from time to time. So, don't bother asking Gisborne about my whereabouts because he already gave me the go a head."

Skinhead and Western blinked. Paxton kept grinning until the awkwardness kicked in.

"Right then. Off I go!"

Paxton hurried off in a dash. Skinhead and Western watched him leave before sharing a confused glance. Then the two diesels nudged their cheeks before taking off, deciding not to question Paxton's oddness or the bustling Steamworks.

* * *

Duck, Oliver, Toad, Donald & Douglas returned to Ulfstead Castle on the Earl of Sodor's estate. They entered the castle through the drawbridge, unaware of the DRB Class 50 tender engine stopping by the estate gates from afar.

Adagio Dazzle surveyed the station and entered the junction further. She heard rumors from passengers of there being new engines spotted at the estate's castle, as well as the absence of its current engine residences. Perhaps they were simply just new additions to the Earl's railway museum. Or maybe, they were something else she was expecting to find. Regardless, the engines that were suppose to remain at Ulfstead were seen chuffing down the mainline. So. Adagio followed them to Ulfstead Castle to investigate.

She parked next to one of the platforms and watched the drawbridge close up again. It wasn't definitive whether or not it was the museum engines re-entering the Castle, knowing there were other engines residing here as well who could be coming and going.

Just then, a little narrow-gauge diesel puffed up to the platform with a red, four planked truck coupled to her. It was a Talyllyn Railway diesel named Midlander. She initially took her truck out to show Gisborne what was inside. But after noticing Adagio parked along the platform, Midlander decided to show her what she was carrying instead. Midlander was a bit intimidated the big engine, especially from what she was told about Adagio through other diesels claiming she was in charge now.

Midlander gave a quiet toot of her horn. Adagio looked down at her with a contempt brow.

"Yes?"

The little diesel quivered internally. "S-sorry to bother you, miss big engine. But, I-I found this weird sparkly stuff while some men were digging slate and, well,"

She pulled the truck in closer for Adagio to get a better view.

"Nobody down at the quarry knows what it is. It makes this weird chime sound whenever you touch it. And it clings to just about anything."

Adagio examined the truck's interior. And to her dreaded, utterly shocked surprise, inside the truck was a small pile of Silver Dust.

The very same glittery substance Adagio once found when she was a very young Siren back in Equestria. On the very day she lost her home, and her mother, to a hate crazed Pony armada all those years ago, all because the Silver Dust teleported her to a pony village that followed her home.

Adagio Dazzle was completely stunned. She rifled through mixed emotions of sadness and anger upon realizing what this stuff was, and how in her world could it have ended up in this one of all places.

"Where did you get these?" Adagio asked, still fixated on the Silver Dust.

Midlander didn't know how to respond. She wasn't sure what Adagio would say next given her sudden, incisive fixation on these silver sparkles.

"The men dug this up at the Blue Mountain Quarry-"

"Take me to where you found this sparkly substance," Adagio commanded. "Now!"

* * *

 **To Be Continued.**

* * *

 **Songs used: "The Other Side" by** **Kazumi Evans.** **"Five To Nine" By** **Ashleigh Ball. "Coinky Dink World" By Shannon Chan-Kent.**

 **Writers/Lyrics By:** **John Jennings Boyd, Lisette Bustamante (The Other Side). Gillian M. Berrow (Five To Nine). Mason Rather (Coinky-Dink World).**

 **Copyright Ownership's: Hasbro Inc, Hasbro Studios.**


	15. Chapter 15: Welcome To Crystal Prep Pt 1

**Synopsis: Thomas and the Engines arrive at Crystal Prep Academy to begin the first event of the Crystal Race. How will they be welcomed into their territory, how will the Engines feel about CPA when they see what their school's all about?**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 15: Welcome to Crystal Prep Pt. 1**

It was late in the afternoon. The Sun barely dipped into the horizon with a few rays stretching out from the descending star. Thomas was running down the streets of a suburban neighborhood when he finally arrived at Canterlot High. He panted and paced towards the Wondercolt Statue, ready to make a turn to the eastern side where the Magic Railroad portal was.

After learning of Henry and Edward's departure from his television show, Thomas knew it was only a matter of time before they were both taken off Sodor back in their world. He just hoped that Sunset and the other were able to rescue them on time. And if not, Thomas was prepared to go to any length to prevent what's already been set in this world. Though the outcome may seem bleak, Thomas was too determined and too afraid to care.

Before he could make a turn and hop in through portal, Percy jumped in and got in Thomas' way. Thomas couldn't stop on time and skidded right into Percy, knocking both teens down on the ground. Both friends laid on top of each other until snapping out of it and standing on their feet again while trying to recover.

"Percy!" Thomas said in annoyance. "What'd you do that for?"

"Sorry, Thomas," Percy said. "I didn't know how else to stop you."

Thomas turned and saw the rest of his friends catching up to them. Gordon, James, Toby, Emily and Juniper Montage gathered around the two friends.

"You can't talk me out of it, everyone," Thomas rebuffed. "I'm going back home. They may need me."

"And what exactly do you hope to accomplish by doing so, Thomas?" Gordon asked.

"Didn't you hear what Quibble Pants said? My show's entering a dark age. They already got rid of Henry and Edward, and now they're both close to being shipped off Sodor for good." Thomas turned to face the portal, "I have to do _something_!"

"It's not your show, Thomas!" James argued. "How many times do we have to tell you? Besides, Sunset Shimmer told us to stay here."

"I know it sounds bad," Juniper explained, "but maybe things will turn out different than what we're all expecting to happen."

"Even though everything we've done on Sodor we've done on the show as well?" Thomas added.

"Uh, well, yeah. But we also haven't even seen Henry and Edward leave yet. They could still be on 'Adventures From Sodor' somehow."

Thomas sighed in frustration. He looked to the Wondercolt statue and began inching closer to the portal, still set on going back home.

Whether or not Juniper was right, things were changing much too quickly for Thomas and his friends. Everything they did back home aligned almost too accurately with the TV series. They were all scared how true they were. There's no telling what fate lied in store for Thomas and his friends, a fate Thomas was determined to prevent soon before it came into fruition. The Other engines felt the same distress over the thought, but were sensible enough to accept the situation as is. They were more confident that their friends from Canterlot High would at least fix things up than they were confident in how long the Engines have until they too must leave Sodor, a thought none of them wished to linger on.

"Thomas," Toby chimed. "Our friends are doing everything they can already. I'm scared about this so called dark age as well, but we have to trust that they'll get Henry and Edward safely away from all that danger."

"Toby's right, Thomas," Emily said. "You know more than any of us that those girls will pull through, don't you? I wanna rescue our friends more than anyone. But this is all we have to work with."

"Please stay, Thomas," Percy begged.

Thomas looked at Percy, then back at all his friends. He remembered the same look they gave him the night they escaped Sodor. When Edward and Henry were captured, Thomas wanted to go back and save them despite there being no way he could do so. Now he was in that moment again, seeing the glum faces of all his friends begging him to stay. Thomas knew that his Sodor friends are important. But to leave what's left on the basis of little faith he had in his Canterlot friends wasn't what he needed to do, and he realized that not only was he wrong for thinking this, but there wasn't much he could do if he did try accompanying the Girls.

Finally, Thomas exhaled in dismay and turned his back towards the statue base. Everyone was relieved.

"I guess… Sunset and our friends will be fine without me," Thomas smiled with assurance.

"We've got nothing to worry about knowing our Canterlot High friends are over there doing what they do best," Percy said.

"I know Sunset's been to Sodor before, but can they still do their magic stuff as engines?" Gordon asked. "Their magic is quite different. Who knows if it'll even work on Sodor."

"We'll just have to trust them to figure that out on their own," Thomas smiled.

"Which won't be too much trouble," Toby commented. "They are quite adaptable after all."

"Adaptable?" Percy said.

"That means you're able to learn something new really quick and not have trouble getting use to it," Juniper explained.

"So, pretty much what we've been doing!" James boasted. "Since we've become accustomed to being people, I mean. Except, they have to learn to be engines now."

"I wouldn't say we've become completely accustomed yet, James," Emily commented. "Just because we can walk and hold stuff with our hands doesn't mean we've mastered other stuff people can do."

"But we were able to do lots of things since our last visit," Thomas commented. "Maybe there's more we have to learn now?"

"Perhaps there may be more to being a person," Gordon explained. "But even so, there's nothing I can't do that I can already achieve just as swift and robust as an engine."

"Being a person isn't as hard as being an engine. Our friends have it way more difficult than we do. And we don't even have a single solitary problem on our backs! If anything, we're the ones whose got it easy!" James chuckled, proudly.

* * *

Just then, the portal leading to the Magic Railroad glowed and rippled. Something was coming through. Everyone was nearly caught off guard. And when they saw who came through the portal, the shocked Engines nearly shouted his name.

Diesel appeared and stood in front of the Wondercolt Statue while wobbling to a steady stance. He examined his appearance, still a bit disguised to be stuck in this form whenever he entered this world.

Diesel was still dressed with his messy, black hair styled in a fohawk with a single red highlight and undercut shaved sides, green eyes, and light, persian bluish grey skin. He wore a sleeveless, multi pocketed, slim moto jacket, a sleeveless, black hoodie with red drawstrings, and a black sleeveless shirt underneath. He had black biker gloves on, a pair of dark grey, skinny ripped jeans, and black, ankle length combat boots with red lace and silver soles.

Juniper saw everyone frozen to a fright. She quickly and quietly instructed and shoved the Engines behind the Wondercolt statue before Diesel could spot them. Thomas, Percy, James and Juniper poked out from the side to spy on him.

"Okay," James whispered in a panic, "now we have a problem!"

Diesel surveyed the campus by looking to his right and left, then made his way over to the sidewalk. Everyone hustled over to the other side of the Statue to avoid being spotted. The three peaked out again to see were Diesel went, only to find him standing on the side of the sidewalk with hands to his hips and repeated tapping of his foot.

"Is that Diesel?!" Percy whispered. "What's _he_ doing here?!"

"Looking for you guys probably," Juniper replied. "Didn't he try capturing you on your way here?"

"No doubt about it," Thomas said.

"Good thing you didn't go back, huh, Thomas?" James joked.

Suddenly, a small purple bus with a yellow and gold stream on its sides and yellow lighting pattern on the front pulled up along the sidewalk. This wasn't a city bus that Juniper recognized. The doors slip open and Diesel stepped inside. Everyone was confused.

Thomas looked to his left to see that Juniper was gone. He searched everywhere for her until Thomas spotted Juniper sneaking up behind the bus. She beckoned everyone to follow her. Juniper gets the back door open much to everyone's apprehension.

"Get inside, quickly! We'll follow him and see what he's up to."

One by one, the Engines hopped on board with Juniper climbing in last and closing the door behind before the bus could take off. Diesel sat up at the front. He laid back comfortably with his arms resting behind his head and eyes closed. Thomas and his friends stayed hidden behind the seats in the far back. They had to crouch on the floor and remain quiet so as to not make their presence known.

"Diesel getting on a bus?" Percy whispered to Thomas. "Where could he possibly need to go in this city?"

Thomas simply discerned the same question to himself. Diesel must know they were all hiding in Canterlot High. Could he be hopping on this bus to explore the city in hopes of spotting them? At this point they wondered why following him onto a mysterious bus was such a good idea if they were to avoid being captured. But trying to puzzle Diesel's reasons for returning made them realize something else was going on that they might not know about. It was up to them to investigate. If only to see if his trip on this mysterious bus involved them or not.

* * *

The bus made a few stops along the way before coming to a complete stop. Nobody moved a muscle, not even when hearing the front doors open. Juniper peaked from behind one of the seats and saw that the driver was gone too. She then instructed everyone to get out the way they came through the back door.

Juniper stepped out first. As Thomas goes to hop out, one of the engines tripped and ended up knocking down the rest with him. The Engines lied on top of each other in a single pile before getting back up and rubbing off their sores.

"Hey, who did that?!" Percy complained.

"It wasn't me!" James claimed.

"Well It had to be one of you silly engines!" Gordon argued.

The Engines argued until Juniper got their attention. Stopping mid argument, the Engines all gawked and gazed at the sight of where their arrival. They were no longer at Canterlot High, but a much bigger and different and expansive institution.

The place they arrived was at a tall, three story purplish brown building with teal, triangle slanted roofing and a sparkling blue crystalline structure. There were more windows than they can count, spikes poked out from all edges and pierced from the middle roof, which had two tall crystalline pillars covered in green moss and small windows. There was a separate building attached where the auditorium was located. The Engines tilted their heads back pretty far just to see the top of the tall central tower where the clock was. They stood and looked around the parking lot. There was a basketball course to their left and a lounging area with outdoor umbrella tables.

"What is this place?" Emily asked.

"Isn't this the school you guys are competing against?" Juniper asked.

Thomas' eyes widened. "This is Crystal Prep Academy?"

Everyone else was amazed. Just when they thought Canterlot High was a big enough school by their standards, Crystal Prep Academy looked as though it could house millions more students.

"Now that's what I call a school!" Gordon said. "Polished, important, and bigger than any other. A fitting institute for a proper engine."

"This school is for people, Gordon," Percy teased. "I don't think there's enough room for engines."

"Do you think we got off too late?" Thomas asked, searching their vicinity. "I don't see Diesel anywhere."

"Let's not go looking for him just in case he is after us," Emily suggested.

"He's fishing for needles in a hay stack at this point," Juniper said. "We got nothing to worry about."

"At least we're at Crystal Prep now," Toby said. "We should check in to see when the Crystal Race is starting, and get ourselves prepared."

* * *

Thomas and the others walked towards the back doors and entered CPA. Inside Crystal Prep Academy was just as luxurious and well structured as it did on the outside. There were lockers, like CHS, class rooms, like CHS, hallways and stairwells that led to different parts of the school, just like CHS. Except, everything at Crystal Prep appeared either vastly bigger and prestige crystal structure aesthetic.

"Wow!" Emily said. "Check out this school. It's all so big!"

"It most certainly is!" Gordon said. "If Lady had gotten lost here, I would have no problem sticking around a fine place like this."

"No way," James said. "Look how shiny everything is. There isn't a single scratch or dust to be had. This is the school for me!"

There were a few students occupying the hallways and walking by the group. School was done for the day but some arrived or stayed after classes to attend the Crystal Race. Thomas and the others noticed that this school had a very specific dress code. All students wore reddish-purple blazers or vests, dark-blue ties or bow ties, and black shoes. Male students wore dark-blue slacks while female students wore reddish-purple tartan skirts. Each and every student looked sophisticated and studious. And there wasn't a genuine smile to be seen from anyone.

Thomas' and the other's admiration were quickly dwindled by the students and their now glaring fixation. Some stopped what they were doing to turn and face the Engines who stuck out like a sore thumb compared to everyone dressed in uniform. The gang simply continued walking on, feeling a bit intimidated by their fierce stares which instilled an unwelcoming greeting.

Two students purposely nudge Junipers shoulders while walking by and didn't stop to apologize.

"Hey, excuse you!" Juniper called.

The two teens simply laughed and continued walking on.

"These are my kind of people," Gordon said. "At least they know how important they are."

"They're still a bunch of jerks!" James complained. "Just like the Shadowbolts."

"Huh!" He snooted. "Those Shadowbolts wish they were important enough to enroll in such a fine establishment. They have nothing but luck to thank for their attendance."

"Where do we find the principal's office?" Toby asked.

"I don't know, Toby," Thomas said. "Principal Celestia's office was near the front entrance at Canterlot High. Let's try searching there."

Their search didn't take them far when they approached a woman from across the hall. The woman had Moderate violet hair with moderate rose and pale gold streaks, pale pink skin and purple eyes. She stopped the group after looking over her clipboard and went up to greet everyone.

"Why, hello! You must be the new Wondercolts Celestia called about, correct?"

"How did you know that?" Thomas asked, a little surprised.

"I think I would recognize my own students, especially if they were in uniform."

Thomas looked around and saw that they were in deed easy to make out.

"Oh. I guess it would," He chuckled.

"I'm Principal Cadance. Nice to meet you!"

She extended a hand for Thomas to take, which he happily accepted.

"Wow, thanks! You might just be the friendliest person we've met here so far."

"We haven't had the best welcome so far," Juniper said.

"My apologies," Cadance said. "A lot of our last principal's teachings has unfortunately rubbed off on some students."

"I'll say," James complained. "Those Shadowbolts called me names and made fun of us for not being good enough to compete against them."

Cadance sighed. "I was afraid I'd hear that."

"How could you select such rude people like that for the games?" Emily asked.

"I know those girls can be a bit, difficult, but they do care for our school an awful lot. And I selected them in hopes that they'll build on some much-needed sportsmanship. Plus, they're not the best CPA has to offer for nothing."

"We're not gonna let some snotty teenagers spoil our fun," Emily commented. "We're in this to help the other schools after all."

"I'm glad to hear. This race is also meant to mend a new bond between Canterlot High and Crystal Prep. It'd be a bit of a contrast to have both teams getting under each others skins. Especially when we're all working towards a common goal."

"Maybe we can show the Shadowbolts what it means to work together!" Percy suggested.

"Percy's right!" Thomas said. "We're all able workers, Ms. Cadance. We know the first thing about teamwork."

"Is that right? Well, I already like your enthusiasm," Cadance smiled. "Maybe you are just the group we need to liven things a bit."

Principal Cadance and the rest exchanged smiles before she moved on to give Thomas and his friends instructions on where to go and what to prepare for.

"Everyone's meeting outside in the soccer field to welcome the Wondercolts. You'll need to check in there before we begin the first event."

"A big welcome?" A surprised James said before looking back at Gordon. "Oh, now we're talking!

"Those Shadowbolts will finally see the respect we deserve," Gordon smiled.

"Just follow the hallway where you came from and it should lead you right outside to the field," Cadance instructed.

"Thanks for your help, Principal Cadance!" Thomas said. "Come on, everyone!"

The Engines cheered as they followed Thomas back down the hallway they came. Thomas stopped to look back at Juniper when he notice her not following him and his friends. She stayed behind while hugging her arms and her head hung low in dismay. This confused the engines, especially Thomas.

"Aren't you coming, Juniper?" He asked.

"Six per team, remember?"

"But you can still cheer us on, can't you?" Percy asked.

"Definitely," Juniper smiled. "I'll be rooting for you from the bleachers. Good luck!"

Thomas and the others had completely forgotten the team limit for competing members. They wanted Juniper to join but if the rules stated only six can join, they didn't make a fuss about it.

"Thanks! We'll see you later, Juniper," Thomas called before starting is march. "Off we go to the Crystal Race!"

The Engines laughed and cheered again before proudly marching to the Soccer field. Juniper simply waved until the group was out of sight. She would've given anything to participate with the engines. It sounded like it would've been fun to play along characters from a childhood show she grew up with. But watching them in action much like she did back when she was little was good enough for Juniper.

* * *

The sun had finally gone down, leaving a bleak twilight sky in its wake. The stars had not fully appeared yet, but the darker it became, the more they sparkled. Thomas and his friends made their way to the soccer field. They didn't have much trouble finding it, as there was a loud and rambunctious shouting echoing from across campus. Thomas shrugged at his friends before continuing on and following the noises. The parking lot was dimly lit, but when the Engines left the lot things started to get dark again, save for a white tunnel a head. The group continued on, hearing the cheers, and eventually music, getting louder and louder the closer they trekked through the corridors.

At last, Thomas and the others breached through the white glare and found themselves facing the entire CPA Soccer Pitch.

The Engines covered their eyes from the blinding floodlights illuminating the entire soccer field in a bright white. When their eyes adjusted, the engines saw a steel framed, high capacity stadium bleacher packed to the brim with CPA students stationed along the edges of the soccer field. They looked above and saw that the tunnel they came through was also connected to a grandstand bleacher. The students chanted with school spirits, all while a marching band parade across the flatland in triangle formations. The music that was heard earlier upon entering was a street beat drum cadence. Many marching band members carried precision snare drums, bass drums, and four-piece drums around their necks. The band's rhythmic beats bellowed and boomed across the large open area along with the crowds of people cheering in support.

Thomas and his friends were all astounded. Some of the engines were excited and impressed with the set up. Everywhere they saw millions of students holding up Shadowbolt and CPA banners. The vast field and raining confetti were also a sight to take in. This introductory ceremony for a Crystal Race must be truly important if the whole school came to show their support. Suddenly, they were getting a pretty good idea of just how big this Crystal Race was made out to be. Juniper Montage managed to find a seat to get a good view. She was excited to see Thomas and the others in action.

Meanwhile, Principal Cadance had arrived at an announcer's booth. Both her and another announcer were sitting at a desk with headsets, ready to begin their broadcast. Cadance began her announcement.

"Hello and welcome everyone to Crystal Prep Academy's very own Crystal Race! A competition between two schools to test who can compete in varying games of speed, aptitude and solidarity between team members and their respected competitors."

The crowd's cheers and applause continued echoing all over campus.

"I am joined by CPA alumni Shining Armor as we bring you the breakdown of each event taking place. Thank you for joining us, Shining Armor! Always a pleasure having you back at our school."

"Happy to be here, Principal Cadance!" He said. "Unlike the Friendship Games, Crystal Prep and Canterlot High will be competing in a fundraiser for better schooling. A worthy cause if I do say so myself."

"We'll be broadcasting a unique set of challenges unlike anything CPA has held before. These games have been set to a new level to test competitors in practicing their patience and fortitude, and to work through each event based on what they've learned from each of their respective course."

"That's right, our students will be tested in nearly every field of mathematics, athleticism, carpentry and advanced physics. A plethora of many options I personally believe a proper school should support, and what we're here to achieve for all schools across Canterlot City!"

Thomas decided to step out into the field a bit more with his friends following behind. When they did, almost everyone went silent. The music and cheering stopped and all eyes turned to the Engines, who stood still and watched everyone fixate their attention solely on this unexpected group. They weren't the team that CPA thought they were getting. They were expecting Twilight Sparkle and her friends from the Friendship Games.

Shining Armor squinted and looked out to see the group too. He was just as confused. Him and Principal Cadance then removed their headsets so no one could hear their conversation.

"Wait. Who are these guys?" He leaned in to Cadance.

"These are the Wondercolts, dear."

"But I thought Twily was competing?"

"There was a last-minute change. Twilight and her friends had to leave on an important trip."

"What? To where?"

Principal Cadance simply shrugged. Shining Armor sighed and slouched in his chair.

"Once again always leaving me out of her business. At least I won't have to secretly root for the Wondercolts."

"We're here to sport a friendly game, remember?" Cadance assured while patting his shoulder. "I have a good feeling this team of Wondercolts will bring a new edge to the competition."

"That makes two of us."

"Why don't we just begin and see where it goes?"

Shining Armor agreed and placed his headphones back on.

"Ladies and gentlemen," He announce. "Let's all welcome the Wondercolts to CPA!"

But instead of receiving cheers, the crowd remained silent saved for a cricket chirping in the background. Students sitting in the bleachers all leered with blank expression at the Engines. Some often looked to one another and shrugged. Thomas and the others were a bit nervous. James however was yuking it up.

"Why did they stop cheering?" Thomas asked.

"I don't think they're happy to see us," Percy said, intimidated.

"It wouldn't hurt to put a little effort into a friendlier greeting," Toby said.

"I guess that's too much to ask from a rival school," Gordon commented. "Looks like the Shadowbolts aren't the only students who can't recognize an important engine standing right in front of them."

"Nonsense. Absolute silence in the best way to admire one's greatness," James bragged, still showing off. "It gives them more energy to really soak in all that they need to see."

"Maybe that's why we haven't heard anything," Emily pointed.

The Engines all looked to where Emily directed them.

* * *

At the far end of the soccer pitch was a long white stage with violet and velvet curtains.

[Just then, _the soccer pitch dimmed their floodlights to complete darkness. Only stage lights, pointed at the front section, radiated a bluish, purple ambiance in the darkened, late afternoon field._ _Smoke surrounded the entire stag_ e and quiet music began slowly playing _._ ]

 **CP Students:** "Ahhh-ohhh... Shhh!"

[ _The curtain unveiled to reveal five silhouettes of people slowly stepping towards the stage front. All the while, a single percussion drummer tapped on his kit during quiet portions of the performance build up._ ]

"Ahhh-ohhh... Na, na, na-na-na, oh."

"Ha!"

[ _Thomas and his friends didn't know what to make of this. They were still intimidated by the crowd and their confusion over this sudden performance only added to the effect._

 _The five silhouettes eventually reveal themselves as the Shadowbolts. Sour Sweet took center stage while Sunny Flare and Sugarcoat stood to her left and Lemon Zest and Indigo Zap to her right._ ]

"The Crystal Race!"

[ _The rest of CPA's band members joined in as the silence quickly and abruptly switched to an energized performance. One student in particular kicked things off with his electric guitar and jammed through out the majority of the song with the band's precision players. The stage and pot lights also matched the fast pace rhythm, often flickering and pointing in random directions._

 _Lights switched on below each of the Shadowbolts. Starting off first with Sunny Flare and Indigo Zap._ ]

 **Shadowbolts:** "We've come this far and we're not going back."

 **CP Students:** "No way!"

[ _Then they flickered beneath Sugarcoat and Lemon Zest._ ]

"Prepare yourself cause we're on the attack."

"Attack!"

[ _Then lastly, lights shined beneath Sour Sweet, who proceeded to take center stage._ ]

"Won't have to find us we'll be tracking you down."

"Right now!"

"And when we're finished, we'll be takin' the crown,"

[ _It wasn't just the Shadowbolts and the band preforming. The crowds of CPA Students from the bleachers would join in at an appropriate time to show just how serious they were to win._ ]

 **Shadowbolts** "All the way." **  
CP Students:** "All the way."

"All the way to the Crystal Race."

"Na, na, na-na-na, oh! Na, na, let's go!"

"All the way."  
"All the way."

"All the way to the Crystal Race."

"Na, na, na-na-na, oh. Na, na, let's go!"

[ _The Shadowbolts took their performance seriously, often moving in a sophisticated and professional manner. The Engines still didn't know what to make of this. At first, they thought it was entertaining and flattering to have this big presentation welcome them to their school. But seeing stern looks in everyone's eyes told them otherwise._ ]

* * *

"That's right, everyone," Shining Armor began, "Crystal Prep Academy is not a school to be taken lightly. Everyone will have a front row view of the Shadowbolts in action!"

"There's certainly a lot of high spirits tonight, Shining Armor," Principal Cadance commented. "So long as this keeps up, CPA is sure to reach our goal for the Academic Fundraiser in no time."

"In deed, Principal Cadance! CPA's reputation and history with Canterlot High is sure to give donors an enthralling competition like no other."

"So, without further ado," Cadance beamed. "Let's watch,"

"And learn!" Shinning Armor finished.

Cadance chuckled a little to a smiling Shining Armor.

* * *

[ _The Shadowbolts continued their song while the Engines waited and wished for the rally to end soon._ ]

 **Lemon Zest:** "We studied hard and we trained to win."

 **CP Students:** "Whoa-oh."

 **Sugarcoat:** "We're only telling you once."

[ _Sour Sweet especially was relishing in their confidence._ ]

 **Sour Sweet:** "Don't stand a chance because we're on top."

 **Shadowbolts:** "What you see's what you get. Don't you ever forget!"

[ _The crowds sitting in their bleachers became rowdier, much more than they're usually known for. They joined in with the Shadowbolts who began striking their fist to the air while singing to the booming music._ ]

 **Shadowbolts** "All the way!" **  
CP Students:** "All the way!"

"All the way to the Crystal Race!"

"Na, na, na-na-na, oh! Na, na, let's go!"

[ _The Precision band and guitarist's music boomed and echoed through the area_ ]

"All the way!"  
"All the way!"

"All the way to the Crystal Race!"

"Na, na, na-na-na, oh! Na, na, let's go!"

"Na, na, na-na-na, oh! Na, na, let's go!"

[ _Just when Thomas and the Engines thought it wasn't over yet, the song finally started to slow. The crowd less rowdy, and the excitement dwindled within their whispering voices._ ]

 **CP Students:** "Na, na, na-na-na, oh. Na, na, let's go!"

"Na, na, na-na-na, oh. Na, na, let's go!"

* * *

After the stage show wrapped up, The Engines and Shadowbolts met near the stage. The Shadowbolts noticed them and went up with condescending smiles. Lemon Zest, however, was busy listening to her music to pay any attention.

"So, what did you think of our performance?" Sour Sweet leered with delight.

"Yeah?! You guys ready to lose?" Indigo Zap smirked with crossed arms.

James marched over to her. "Oh, we're more than ready, alright. Ready to take you down easier than you can count! Just give me a plain field and we'll see just how badly you'll fall behind."

Indigo Zap and James glared daggers into each other's eyes.

"Don't forget which school is hosting this fundraiser," Sour Sweet said. "This is liter-ally our race."

"So, you know, there's no shame in calling it quits to save yourselves the trouble," Sunny Flare added.

"It's not like this is the only game in the Crystal Race," Toby said. "There's no need to act like either of us is gonna be a head of the curve."

"Oh, you sure?" Sunny Flare taunted. "Wouldn't want to sprain an ankle on your way to the first event."

"But that's impossible. We're not that reckless on our feet."

"Better safe than sorry, dearie."

"It'll be more embarrassing if you continue long enough to lose against us," Indigo Zap added.

"A shame indeed!" Gordon chuckled. "Losing to the Shadowbolts; the worst team in Canterlot."

Gordon and a few engines laughed while the Shadowbolts scowled.

"You clearly haven't heard of CPA's reputation, haven't you?" Sugarcoat said.

"Huh!" Gordon huffed. "My reputation as Sodor's most important engine far exceeds any make-believe reputation you silly girls have."

"Our reputation exceeds literally all other schools because we offer only the highest educational courses. We're taught in everything from Algebra, Algebra II, Geometry, Trigonometry, Calculus, literature, Composition, Advanced Biology, Chemistry, Physics, Economics, World History, Geography, Computer Applications, graphic and web design, Physical education, Welding, Auto Mechanics and Carpentry."

Gordon was stunned silent. He had no response at all.

"But I bet you weren't even keeping track of a quarter of what I've listed, have you?" Sugarcoat said, with crossed arms.

The other Engines were a bit overwhelmed by Sugarcoat's list as well. They didn't even know what half of those classes where. The blank, speechless expressions on their faces was a good enough indication to the Shadowbolts that they in deed recognized none of those classes.

"Wow," Thomas said. "Do we really need to know all that in order to win?"

Sugarcoat shrugged. "It helps."

"Looks like you and your friends aren't going to have as much luck as you let on," Sour Sweet teased.

"Oh yeah?!" Thomas fired back. "Well, w-we don't need to know any of that stuff to win."

Looking to patronize him, Sour Sweet went up to Thomas' and pinched his cheek.

"That's the spirit! Just go out there and do your best!" She beamed sweetly, before switching to sour. "If you wanna look like the biggest losers in front of every institution contributing this race."

Thomas was now worried. Did they really need to be school educated in order to properly compete; Or at the very least to win a game or two? Thomas wasn't so sure anymore. Either were the other Engines.

Juniper Montage, from up on the bleachers, could just barely see the Engines and Shadowbolts arguing away. Just then, she spotted something to her horrific shock out on the field. She had to warn Thomas and the others, but they were too far away to hear, and she couldn't call, text, or pass the message on through the crowd. Juniper Montage could only watch and anticipate the worst. If things went south, she was ready to leap in and help her new friends.

"Well," Percy said. "We promised Principal Cadance that we'd try to work together as a team. And I'd suggest you do the same if we wanna do good for the fun-grazer."

The Shadowbolts simply rolled their eyes at Percy's mispronunciation.

"We know exactly what we're doing, dearie," Sunny Flare claimed. "A lot of people are depending on CPA because this is a cause we can actually fulfill. And we will fulfill it because that's whats expected of us."

"Did you girls even find someone for your team yet?" Toby asked. "You're still one member short to be competing mind you."

Sour Sweet looked back at her friends. They all made the same face she did. Sour Sweet then crossed her arms and casually darted the ground after an eye roll.

"Ye-ah. We did."

"Unfortunately," Sugarcoat said, insipidly.

Sour Sweet scowled at her.

"Oh? Who did you get?" Thomas asked.

Hesitantly, The Shadowbolts moved out of the way. And out from the group came Diesel with a creeping smirk on his face.

"Hello, steamies!"

The engines gasped with gaping jaws and nearly jumped in their shoes.

"Diesel?!" Thomas exclaimed.

"Looking forward to the games, are we? I can't wait to get started!"

Diesel then bursts into a nasally cackle with his arms spread out in an evil flare.

* * *

 **To Be Continued.**


	16. Chapter 15: Welcome To Crystal Prep Pt 2

**Synopsis: Thomas and his friends compete in the first Crystal Race event. How will they do against the Shadowbolts, especially with Devious Diesel now competing as well? Things get more complicated for the Engines when Diesel offers a deal that makes winning the race all the more vital.**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 15: Welcome to Crystal Prep Pt. 2**

The Engines stood in utter shock. There standing next to the Shadowbolts was Devious Diesel himself looking back at the group with pride in his grin. The bus they jumped on earlier took the Engines straight to Crystal Prep Academy. But what reason did Diesel have for taking the same bus to this school? How could he have known this was where the Engines would be? The Shadowbolts looked to each other and shrugged with confusion. Do these people know each other?

Thomas stepped back in horror. "D-D-Diesel? Wha-. You're part of the Shadowbolts?!"

"That's right, Thomas!" Diesel gloated with arms to his sides and a smug grin. "I'll be racing against you to see which of us is best. Steamie, or diesel."

"Uh," But Thomas was cut off.

"Trick Question!" Diesel laughed in his nasally chuckle. "The answer is diesel!"

"He's gotta be teasing us!" Percy Panicked. "We all know Diesel's really here to take us back to Mr. Gisborne!"

"I'd like to see him try!" Emily said, sternly.

"We're not going anywhere with you, Diesel!" James argued, boldly.

"And you can't make us!" Gordon boomed.

"I know. That's why I asked these girls to let me compete in the Crystal Race."

"He's only in because our other classmates couldn't and he wouldn't stop pestering us until we finally agreed," Sugarcoat said, bitterly.

"And he's only a _temporary_ member," Sour Sweet reaffirmed to Diesel. "Nothing more."

Diesel smiled and rolled his eyes.

"But why?" Percy asked. "How did you even know where we'd be, Diesel?"

"I've been following you silly steamies since yesterday." Diesel whipped out the poster he got back at Canterlot High, "I knew exactly where to be and how to lure you right where I want you."

It was a poster the Girls originally gave to Paxton promoting the Crystal Race. He showed it off for the other engines to examine before beginning his explanation. The Engines soon learned they were right in assuming Diesel was here for them. Director Gisborne had requested Diesel to bring the remaining escaped engines back to Sodor to be shipped off Sodor properly. Diesel didn't mention Adagio Dazzle much. She only demanded that the engines be kept away from the Girls.

This explanation made Thomas and his friends anxious. What was Diesel going to know now that he knew what they're doing and where to find them? What did his involvement with the Shadowbolts have anything to do with capturing them? Diesel went into further detail regarding his meeting with the Shadowbolts before presenting a proposition.

"I knew I couldn't convince you all to return to Sodor," Diesel smirked. "So, I thought of an idea. A fair deal that'll make you return on your own whims."

The Engines all shared suspicious glances.

"What kind of deal?" Thomas asked with a raised brow.

"If you stinking steamies win this whole competition, I'll leave you lot to stay in Canterslum City."

"And if you win?" Emily asked.

"Then you have to agree to return back home, and hop on the next ship off the Island of Sodor. Forever!"

The Engines all gasped in horror. Diesel laughed his nasally chortle. Everyone thought over this whole ordeal. If Thomas' team wins, they get to remain in Canterlot City and not have to go anywhere. But if Diesel and the Shadowbolts won, the Engines all had to go back to Sodor, and leave the Island for good. Thomas and the others wondered if they should even agree to such a suggestion. But Thomas already had an answer ready. There was nothing Diesel could do to really force them home, and he knew it.

"No deal, Diesel," Thomas said, bluntly. "You can't make us go back. Not until Sunset Shimmer and our friends set things back to normal again."

"For once, I actually agree with Thomas," James added. "The only way I'm returning is if Steam Engines can work on Sir Topham Hatt's Railway again."

A baffled Indigo Zap leaned in to Sugarcoat.

"What is going on?"

Sugarcoat simply shrugged, not really caring in the slightest.

The rest of the Shadowbolts couldn't say for sure what Diesel and the Wondercolts were playing at. Their conversation was strange, especially hearing references to Thomas like they were actually from his show. Though Diesel's mention of magic friends made them a tad suspicious, they were mostly impatient and waiting to get the race going.

"You know very well that can't be done," Diesel said. "Even with your little magic friends causing trouble on Gisborne's railway."

"But how did you of all diesels join their team?" Toby asked, annoyed and baffled. "You don't even go to their school."

"Principal Cadance said he could," Lemon Zest said. "These events allowed different schools to participate. Even the Wondercolts could've had other students compete with them."

"Like I said. Unfortunate," Sugarcoat commented.

"You can't let him do this," Thomas pressured to the Shadowbolts. "Diesel is forcing us back to Sodor so the Siren and Mr. Gisborne can send us away!"

"Uh, Siren?" Sour Sweet grumbled with an arched brow.

"News flash," Sunny Flare said, "Sodor isn't real. And neither are those talking baby trains. Now can we get started already?"

"What are you so afraid of, Thomas?" Diesel said, relishing in their fear. "If diesels aren't any better than steamies, then surely you won't have a problem competing against us, especially now that we're people."

Gordon groaned. "Can we just agree to his silly deal. Its only Diesel and some snooty teenagers. Competing with them will be easier than a rabbit winning against a tortoise."

The Shadowbolts all shot him nasty glares.

"Hey!" Diesel snapped.

"Wait," Lemon Zest said to Indigo Zap. "He knows how that story actually ended, right?"

"I'm not so sure," Emily said. "It sounds too risky. All Diesel has to do is follow the Shadowbolts to victory."

"More like he'd be holding them back," James said. "I'll prove to Diesel that steamies are much better at anything diesels do even without agreeing to anything."

"How about it, Thomas?" Diesel said. "You're the Wondercolt's leader, aren't you? It's your call."

Thomas looked back at his friends, who were now all giving him glares instead with crossed arms. They didn't like Diesel's deal very much or appointing Thomas as their leader, especially with all the attention he gets already in this world. Only Percy and Toby held their reserves, but were still strongly against Diesel and his devious offer. Thomas turned and faced Diesel again, still baring his smug smirk. He then exhaled in frustration.

"Alright."

Thomas extended his hand. Diesel did the same and the two engines shook to their agreement. James and Gordon exchanged annoyed looks before rolling their eyes.

Just then, CPA's gym coach arrived to inform the two teams of where the first event is taking place. The two teams then followed him and made their way across the soccer field, passing a large monitor station with two televised screens on each end.

* * *

There was even more hostility between both sides. The Engines were just as determined to win against the Shadowbolts now that Diesel was on their team. They weren't going to let them win just so Diesel can have his way. And after their taunting and teasing's, the Engines were ready to prove they can contribute to the fundraiser just as well as Crystal Prep.

On their way, Diesel stepped in next to Thomas so he could wallow to his face. Thomas had no patience with Diesel and kept walking.

"I'm so looking forward to putting you silly steamies to shame. And how spot on was Emily, eh? All I have to do is lead this team to victory without lifting a muscle, and you'll be sailing off Sodor in no time!"

Suddenly, Diesel's laugh was interrupted when he felt himself getting yanked back by Sour Sweet, who held his sweater's collar and pierced her glaring eyes.

"Let's get one thing straight, Diesel," She reprimanded. "You're only a Shadowbolt until our school raises enough money for the fundraiser. You're not the leader, not the coordinator, not anything that puts you above us. Got it?!"

Diesel smiled a sly smirk. "Whatever you say, Sour Sweet."

"Don't mess this up!" She lets go but still bared her scowl. "We take our reputation seriously. A lot of people are counting on us."

The Wondercolts and Shadowbolts arrived at the first event. And the playing field they had set up made the Engines gasp in complete shock.

The first event was being held in a wide, five-story cylindrical tower. The structure bared five purple flags up on the roof, was painted purple and light blue, and surrounded by chain link windows descending around the structure to the bottom floor where a tunnel and single door entrance way to the stairs met. A large, yellow neon sign hung and shined onto the two teams. The sign read 'the Roller Tower", and was accompanied by purple, animated roller skates which moved and expanded before starting over again.

The Engines were captivated by the large and unusual structure, staring up at the very tip with loose jaws. What was this suppose to be? They didn't recognize roller skates, but quickly deduced they were shoes with four wheels and a stopper at the tip.

"For our first event," Shining Armor broadcasted from the announcer booth. "We're taking a trip down Roller Tower!"

"How did none of us see _that_ on our way in?!" Toby exclaimed.

"Each contestant will race in groups of two," Principal Cadance Explained. "Both have to pass the finish line in order to receive points for their team."

The coach lined everyone up and went over the rules and reinstructed the proper use of roller skates, something the Engines definitely need despite not helping much to their anxiousness. The Shadowbolts were hardly phased, showing no concern over the Roller Tower. Thomas, Diesel and the other engines, however, shivered and quivered in fright while the coach listed the rules and safety instructions on how to skate.

"The rules are very simple," the Coach instructed. "No shoving, no pushing, no biting, no clawing, no kicking, no tripping, no name calling, no spitting, no tackling, no grabbing, no dragging, no lollygagging. And most importantly; NO Stopping! Stopping will stop everyone else, a protentional recipe for disaster!"

"This seems awfully dangerous, Thomas," Toby whispered to Thomas.

Thomas pretended he wasn't aware or afraid, but did a poor job of showing it.

The coach continued his drill. "In case of emergency, medical first aid will be on stand by to provide immediate assistance."

"Medical?" Percy stuttered.

"First aid?!" Emily exclaimed.

"As well as professional advisers to keep an eye on things from going... haywire."

"Haywire?!" Toby said.

The coach then throws a pare of roller skates to James and Toby, then ones for Indigo Zap and Sunny Flare.

"You four will go first! And remember; both members have to pass the finish line. Failure to reach the bottom before the other contestants will cost your team a point!"

"Um, is it okay if I go last, actually?" Toby asked, clutching his skates nervously.

"No time to be a slow coach today, Toby," James said. "It's full steam a head from here on out."

"But this isn't what we signed up for!" Toby dangled his skates by the knots. "I thought we were supposed to be running a race. Not whatever this is."

"The offer still stands, dearie," Sunny Flare taunted. "Our challenges really aren't meant for the feint of heart."

"But don't faint on the way up if yah do stick around," Indigo Zap joked.

Sunny Flare and Indigo Zap shared a laugh. A dejected Toby slouched. He didn't feel like doing this race at all. Neither of the Engines were so sure about their chances either, but were soon reminded of Diesel and regretted their agreement all the more. James, on the other hand, puts on his helmet with a determined glare.

"Let's roll!"

* * *

James, Toby, Sunny Flare and Indigo Zap entered through the door where they had to suit up in red, brown and purple roller derby jump suits, and strapped their elbows and knees with padded protection. Once the two groups were geared up, they made their way to the top level, strapped on their skates, and prepared to get in position. The crowd of students chanted from outside all the while. Juniper Montage didn't really join in. She too could sense the distress her friends were feeling towards this event.

The two groups stood in front of their own Fastlane glassgates, looking down at the smooth, inclined track before them. The slope spiraled in a circular direction with chained windows on their right and a chain link fence wrapped around the left side of the track, which faced the hollow, middle spine of the entire tower. And though the track's illuminate reliance were provided by ceiling lights, the incline still fogged a murky draw distance.

To Toby's relief, the track itself wasn't very deep, but the descending spiral into nothingness and lack of experience became his new top concern. James pretended he wasn't scared despite some apprehension. But he was more determined to beat Indigo Zap to really worry about anything else. All he knew was to reach the bottom and earn points before she does.

"G-good luck, you two," Toby said to the other team.

"We won't need it," Sunny Flare bragged. "But thanks anyway."

"You guys will definitely need it though. That's for sure," Indigo Zap said.

"For one of the fastest red engines on Sodor? Hah!" James teased. "The only ones that'll need luck are anyone not painted red. See you all at the very bottom!"

"Whatever," Indigo scoffed rolled her eyes. "That guy is so doing down."

"But James," Toby tried reminded. "We have to pass the finish line-"

Toby's warning was cut short, as the referee had begun his countdown.

"I already know what I'm doing, Toby," James said. "Eyes on the prize!"

Sunny Flare and Indigo Zap got into their starting position. James and Toby quickly get into theirs before the referee finished the countdown. The Wondercolts and Shadowbolts watched from outside through the two TV monitors, broadcasting their teammates readying at the starting line. Thomas was worried for his friends, especially Toby, who's known to dislike going too fast. An electric bell gongs a rapid clanging and red siren lights bounded to the ceiling corners flickered and rotated from the top level all the way to the bottom.

The glassgates swing open, rock music kicks in, and the two teams charged onto the track.

The incline allowed skaters to roll down without having to push on their blades to get themselves going. And going they did. Both Indigo and Sunny rode along the track with ease while James was still playing catch up. Instead of skating in a somewhat straight line, however, Toby was spinning and teetering out of control. He could barely stand on his roller skates and now they were shaking him about while zooming after the other team. James had a rough start with his balancing and began falling behind too.

"It looks like the Shadowbolts are off to an early lead," Cadance commented. "The Wondercolts will need to recover from their rough start if they hope to catch up."

"They don't seem to be doing so hot, Cadance," Shining Armor said. "Where did these guys learn to skate; a disco rink? The other Wondercolts are in for a sloppy start if the rest are this out of practice."

Sunny and Indigo showed no trouble of steadying themselves and continued their trip. James forced himself steady, and pushed on his blades to move faster. He was on his way to catching up with the Shadowbolts, but leaving Toby behind in the process, who still couldn't balance on his skates properly. All he could do was swing his arms and wobble his legs to stay on his feet. It got to the point were poor Toby began bumping into the chain link windows and wall on his way down, bouncing off between each surface like a pinball ricocheting off its clanging targets. He bumped all the way down one by one in a rapid spiral.

Crystal Prep Students from the bleachers laughed and pointed at the TV monitor. They thought it was funny watching Toby and James sway and swerve about uncontrollably. Thomas and the others winced upon seeing Toby's wipe outs. Even Cadance and Shining Armor could feel his pain. A frustrated James wouldn't let himself trip up like Toby did, and kept himself going despite difficulties standing straight.

"This Wondercolt surely isn't about to give up, Cadance," Shining Armor commented.

"But without his teammate," She said, "he won't be able to achieve a perfect score unless both cross the finish line before the Shadowbolts."

"And the Wondercolts are already ways away from the Shadowbolts and their first win."

James rode side by side with Indigo Zap and Sunny Flare. He was fully intent on getting past Indigo at all cost. Indigo felt the same, as she leaned forward to build up more speed. James saw this and noted that it made her go faster. So, he tried leaning forward too, and built more speed to equal Indigo. But she leaned even further and sped even further. James grew annoyed and leaned top head first as the three teens neared the finish line. Everyone in the audience grew tense.

"The Shadowbolts are closing in!" Cadance said.

Indigo Zap and James gave it their all to get a head of one another. It was a close one. But ultimately, the top of James' head passed the finish line first, triggering a dinging and a yellow light to flash when a competitor passes the threshold. The crowd went silent. James skidded on his blades slowly until stopping a few feet away from the exit. His face was stunned. He had to process for a second whether he actually made it. When he did, James began letting out a relieved chuckle.

"I did it? I did it!" James laughed, stretching his arms out in a victorious pose. "Yes! I win! I'm the winner! Who's the fastest red engine in Canterlot? I am!"

"Hey, 'winner'!" Indigo Zap called.

James paused his laughing and froze with widened eyes. He looked over at the Indigo and Sunny Flare.

"You gotta cross the line with your partner to get two points!" Indigo mocked.

"W-what?"

He looked over and saw Toby emerging from the course exit. He slid down on his stomach and didn't stop until reaching the threshold, which triggered the dinging and yellow light again prematurely. A panting Toby wheezed with sweat dripping from head to toe.

"That's two points for the Shadowbolts!" the Coach called after blowing his whistle.

The bleachers were an uproar of cheers. The Engines were stunned. James was just as muddled, stuttering with speechlessness while standing with his arms still stretched out in a victorious pose. The first aid people went over to Toby and immediately went to work patching up any visible sores.

* * *

Thomas and his friends went up to check on Toby.

"Are you okay, Toby?" Thomas asked, concerned.

"Frazzle dazzle, mazzle pazzle clazlesplazzle," Toby muttered.

"Your friend will be perfectly fine," the nurse assured.

"How can you call that fine? This course is way too dangerous!" Emily then pulled Thomas aside. "Maybe Toby was right, Thomas. We shouldn't have signed up for this. None of us knows how to maneuver on those things."

"What's this I'm hearing?" Diesel said from afar. "Are we giving up already? Perhaps its time to throw in the towel. We don't wanna miss the next ship off Sodor!"

"We can't give up so soon, Emily," Thomas said. "We'll just have to be extra careful, and look out for one another."

Emily rubbed the back of her head. Thomas and Emily looked over to James ranting at the apathetic Coach. The two shared worried looks, which then turned to anger as they went up to check on James next. The other Engines soon followed when the nurses told them to give Toby some space.

"Hey! What's the big idea?!" James argued. "Toby and I finished the race, didn't we?"

"Both Shadowbolts crossed the finish line before your teammate did," the Coach explained. "They earned two points. You only get one."

James was fuming. The other engines were just as worried, but were more frustrated with James. They were not off to a good start. Seeing the Shadowbolts high-fiving each other only added to their shame.

"James, why didn't you help Toby!" Thomas scolded.

"Because we were racing, Thomas!" James argued. "Duh! What was I suppose to do; let those Shadowbolts take all the win?"

"Toby's in awful shape because of you."

James started to feel bad, but he didn't want to show it.

"T-Toby wasn't hurt that bad, was he?"

"He can barely stand on his feet without feeling pain."

"Not only that, but the Shadowbolts have more points than we do now," Emily sided. "We're behind by one!"

"There's still four of us left, Emily," Gordon said. "I'll go next. It'll be a fine sight for Sugarcoat to see me cross the finish line."

"Doubtful," Sugarcoat scoffed in disgust from afar.

When all was cleared up, the coach handed roller skates to Gordon, Sugarcoat, Lemon Zest and Percy, who was startled when tossed a pare of green blades.

"Me?" Percy asked, apprehensive. "But-but. I-I eh, uh!"

Gordon grabbed Percy by his shirt's back collar and dragged him to the stairs.

"Move it, Percy!"

* * *

The two teams made their way up to the top-level tower after gearing up in their blue, green and purple derby jumpsuits and protection pads. At the top, they snapped on their roller skates and got into position behind the Fastlane glassgates. Percy shivered with utter terror. After seeing the trouble Toby had, he was terrified the same might happen to him. Lemon Zest saw this and thought of a way to settle his nerves.

"This is nothing," Lemon Zest bragged. "Our team has done way more rad courses than this playground knockoff."

"Really?" Percy was impressed. "Wow! You must be really brave. I-I can be brave sometimes too, but…"

Percy peered down the bottomless track and gulped with shivering knees.

"You'll be alright," Lemon Zest said. "Just gotta have guts!"

Percy didn't know what to say. "Oh, uh-"

"Don't listen to her, Percy," Gordon said. "She's just trying to trick you. Now, concentrate on the race."

Lemon Zest glared daggers at Gordon, but soon ceased when she noticed Sugarcoat did the same to her for encouraging Percy. The electric bell clanged and the red siren lights flicker and rotated. The glassgates swing open and the four competitors took off.

"And they're off!" Cadance said.

Lemon Zest lets out a rocker screech in response to the heavy rock music blaring all around them. Her and Sugarcoat dipped down in a speedy pace while Gordon and Percy were still having trouble making bare of their blades.

"Just as predicted," Shining Armor said. "These Wondercolts are having a bit of trouble adjusting to their skates."

"Perhaps they've never practice on a course this extensive before," Cadance said. "This is not looking good for the Wondercolts, Shining Armor."

"It is not, Cadance. But they seem to be miraculously keeping up with the Shadowbolts somehow. Let's see if this continues. All it takes is one slip to halt anyone in their tracks."

Gordon remembered what Rainbow Dash taught him during his training long ago and tried applying it to his skating skills. And at last, Gordon found the right balance and push to get himself going so he could catch up. Percy on the other hand, was having just as much trouble as he predicted. His legs wobbled and arms flailed out of control. Sugarcoat and Lemon Zest found themselves trailing behind Percy and were preparing to pass him.

Finally, Percy lost his balance and flipped forward, landing on his stomach and sliding down the surface until coming to a stop. Everyone outside winced and flinched, watching a play back on the Tv monitor of Percy's wipe out.

Thomas gasped is horror. "Oh, no, Percy!"

"Oooh, that's gotta hurt," Shining Armor winced.

"If he doesn't get back up soon, he'll be out of this game," Cadance announced.

Diesel laughed a little but the other engines weren't having it. Juniper and the Engines were worried sick for Percy. Back inside, Lemon Zest and Sugarcoat quickly dodged his fall and continued rolling downward. Percy laid on his stomach, groaning from the hardened impact. Gordon spotted Percy just in time to swerve out of the way. But doing so caused Gordon to spin out of control himself until his body slammed and pressed against the chain link fence. Gordon was not happy to say the least.

"Percy, you silly green engine!" He shouted. "Why can't you simply-"

Gordon immediately stopped and stared at Percy, laying on the course and struggling to get back up. It was then Gordon saw a parallel between Percy and another engine who he had to leave behind after a fall. He could see Henry laying off the rails, calling out and begging him to keep going. Gordon shook his head, horrified by this haunting, guilt ridden reminder. But this reminder ignited something in Gordon he hadn't felt in a long time, and he was all the more intent on not putting himself or any of his friends in that same state again.

Then, firmly steadying his legs, Gordon reached his hand over to the other portion of the fence and pulled himself forward.

"Cadance, it appears one of the Wondercolts is attempting climb back up the course," Shining Armor.

"That's not an attempt, Shining Armor," Cadance beamed. "This Wondercolt is returning to fetch his teammate so they can finish together."

Everyone outside watched with amazement. The Engines cheered and praised Gordon's valiant effort. His skates allowed him to seamlessly glide upward. But it was still difficult to climb the steep slope on just his upper arm muscle alone. None the less, Gordon wasn't going to give up, no matter how much the chances of them losing damaged his pride. He climbed faster than he'd ever pushed himself before.

After much struggle, Gordon quickly reached Percy, still having trouble getting back up. Percy was surprised to see him.

"Gordon?!"

He clutched onto the fence and extends a hand to Percy.

"I'm not leaving another engine behind today."

Percy beamed from cheek to cheek. The TV monitors broadcasted Percy grabbing Gordon's hand, and through much flailing and staggering, Percy was back on his feet once again. A few students in the audience weren't that impressed as they were risking their chances of earning points, something the Shadowbolts and the rest of CPA weren't used to seeing. Thomas and his friends, on the other hand, let out the loudest cheers in the soccer pitch.

Gordon helped Percy get steady before he could let go of the fence.

"Now hurry up, you silly engine!" Gordon said. "We have to catch up to the other team."

Percy smiled determinedly. "Right."

Letting go of the fence, the two engines zipped down the track again, this time with Gordon keeping Percy steady as they descended.

"And they're off again!" Shining Armor announced.

"The Wondercolts still have a lot of catching up to do," Cadance said. "Can they reach the finish line before the Shadowbolts snatch another win?"

"Very unlikely, Cadance," Shining Armor commented. "Despite courageous efforts from a fellow teammate, that last roundabout might've cost the Wondercolts their points."

Percy still wobbled a bit but was in much better hands as Gordon lightly but barley held his shoulders in case he fell over again. And soon enough, the two engines caught up to Sugarcoat and Lemon Zest. But the two teens were nearing the finish line.

"Oh, no!" Percy yelled. "They're gonna win!"

"Get ready, Percy! Small green engine coming through!"

Percy was confused until Gordon lets him go to ride on his own. A wide-eyed Percy realized too late that he was now speeding much faster than before. He looked back and saw Gordon still skating behind him. But Percy nearly lost his balance again. He twirled and zipped past Lemon Zest and Sugarcoat, both confused by the green, screaming blur. At the very last second, Gordon blurred past the two teens and also crossed the finish line within inches of their blades crossing the threshold.

Percy tripped onto his stomach again while Gordon came to a skidding halt beside him.

"Two points for the Wondercolts!" the Coach called.

Thomas, Emily and James ran over and praised their friends while helping Percy back to his feet again. Both were just as proud of themselves for making it back down in one piece. Especially Gordon, who allowed everyone to shower him with praise. Gordon looked back at Sugarcoat and Lemon Zest sulking and grinned a conceited smirk, irritating them to no end.

The Shadowbolts approached Lemon and Sugarcoat. Neither were happy with the outcome.

"What was that?!" Sunny Flare scolded.

Sugarcoat was just as disappointed. "Obviously we over estimated the probability of their initial trajectory past the calculated placement we practiced before hand."

"It won't happen again," Lemon Zest said.

Sunny Flare face palmed. "Now the score is two to three. If they earn two more points-"

"Well, they won't," Sour Sweet snooted. "We're up next, Diesel. Time to actually dish out what you've been selling us."

"O-oh. G-good!" He laughed, nervously. "Just what I've been waiting for!"

But Diesel wasn't so confident either. Seeing the engines wiping out wasn't a good sign for how long he might last. He knew there was no way he could pull this off any better than the Wondercolts, but Diesel couldn't let the Shadowbolts know this, not after all the trouble he went through just to get a membership. So, he followed Sour Sweet to meet up with the Coach and receive their gear.

* * *

Thomas and Emily were the last members to participate. The coach gave everyone their gear, and the two groups headed up to the top level. After strapping on their skates, Thomas, Emily, Sour Sweet and Diesel, dressed in blue, emerald and purple jumpsuits, stood in front of the glassgates and waited for the countdown to start. Everyone outside was tense, especially both teammates.

"Come on, Thomas," Juniper Montage rooted from the bleachers. "You can do this. I know you can. Show those Shadowbolts what you can really do!"

The audience fell silent. With only one point behind, the Shadowbolts were at risk of losing the first event to the Wondercolts. Thomas was scared but ready. Diesel could barely stand on his feet, and Sour Sweet was deep in concentration. Emily decided to be friendly and wish them good luck.

"Well, may the best skater win!" Emily encouraged, happily.

"We will," Sour Sweet scowled.

The electric bell clanged and the red siren lights flicker and rotated. The glassgates swing open and the four competitors take off.

"This is it, everyone," Cadance announced. "The last lap of today's race ending off with both teams close to achieving a win."

"That's right, Cadance," Shining Armor said. "It's anyone's game at this point. Never have I seen a close game like this in quite awhile."

Thomas and Emily teetered and twirled on their skates. Even Diesel was having the most trouble standing and riding down the slope. Only Sour Sweet seemed to be doing flawless as she continued her trip.

"Although the Wondercolts are still off to a rocky start, they seem to be doing a lot better this time around," Cadance commented.

"Truly a miracle they're in the lead by one point," Shining Armor said.

Sour Sweet was surprised when she looked back and saw that everyone was spiraling and rocking uncontrollably. Diesel was having the worst of it, eventually slipping and falling on his back. Thomas and Emily cling to the fence to avoid tripping themselves. Both knew they couldn't stay like this, but were equally afraid of wiping out. They were quickly reminded of how far behind the must be now.

"We got this, Thomas!" Emily called.

Emily reached out and grabbed Thomas' hand and held it tight. Thomas saw this and nodded with intent, before firmly grasping his hand over hers. The two engines balanced on their skates, let go of the fence, and eventually zoomed past Sour Sweet. She looked everywhere for Diesel but didn't see him in front or behind. She stopped and held onto the fence.

"Sour Sweet!" Diesel called, laying on his back. "I think I may need a crutch!"

Sour Sweet growled in annoyance.

"You've got to be kidding me!"

She then proceeded to climb back up the track and looked down at Diesel struggling to stand back up.

"Awe, you poor thing!" She said, before switching to sour. "Do you have any idea what you've done?!"

Diesel was too faded by the excitement to really give a reaction. Sour Sweet managed to get him back up and hung his arm over her shoulder. Meanwhile, Thomas and Emily were now rolling fine enough and continued their downward skating. Both were still struggling but kept their balance in check.

"The Wondercolts are in the lead," Cadance said. "Can they gain the upper hand this early in the games?"

"Or will the Shadowbolts prove once again that they can't be beaten," Shining Armor said, growing a little nervous.

"Come on, Thomas!" Percy called to the monitor.

But along the way, Thomas had a slip up and fell on his side, sliding down on his hip until coming to a stop. Emily managed to brake on her skates and steadied on the course. She was worried as she called back to Thomas.

"Thomas!"

Thomas groaned. "Keep going, Emily! I'm right behind you!"

"But-"

"Hurry!"

Emily didn't want to leave Thomas, but did so anyways, looking back to see Thomas struggling to get back up. Skidding and sliding from side to side, Emily finally reached the bottom and breached the bright tunnel light and pass the finish line. Emily hid her face with her arms and didn't move them until she finally stopped. She peaked through her arms, realizing she made it outside.

"You did it, Emily!" James congratulated.

"But where's Thomas?" Percy asked.

Emily and the other Engines looked back at the tunnel when they heard skate wheels rolling along the course getting louder and closer. They weren't sure whose it belonged to, and it was difficult to make out through the dim entrance. The Engines waited in anticipation. Cadance, Shining Armor, Juniper and the audience also waited anxiously.

The buzzing of the finish line's bell went off again. Breaching from the dark tunnel was Thomas passing through the threshold. Thomas rolled down while leaning on his knees and panting profusely.

"Did… I… win?"

Percy and the other Engines grinned from ear to ear. The coach tallied up the scores and held and exhausted Thomas' wrist to the air.

"The winner of today's event goes to… the Wondercolts."

The audience was completely shocked. Sour Sweet and Diesel were just as dumbfounded when they heard the announcement on the way to the finish line. After a brief silence of processing what happened, the CPA students politely broke out into an unenthusiastic applause. Juniper Montage was the only one to cheer out in excitement.

Percy, James, Gordon and Toby cried out in celebration. They ran up to Thomas in the middle of removing his helmet. Emily gave him a hug while the others cheered and hailed their achievements some more, chanting their team name in an enthusiastic frenzy. Thomas was ecstatic in deed. Despite their initial worries and hiccups at the beginning, his entire team had won the first event of the Crystal Race! Neither him nor his friends imagined they could pull this off. And now they felt invincible because of it.

"We're number one! We're number one!"

* * *

Diesel and Sour Sweet emerged from the tunnel, both seeing the Engines praising Thomas and Emily for their victory. Fuming to a boiling point, Sour Sweet drops Diesel and slammed her helmet on the ground in complete anger.

"Well that's just fan-tastic!" She complained.

The Shadowbolts were ashamed until turning their anger on Diesel, who got up and noticed everyone fixated on him.

"How about that, Shadowbolts?" Gordon taunted. "Not bad for a couple of losers, huh?"

"That was merely just luck at its finest," Sugarcoat said. "And the way you guys were playing clearly explains the entire last half."

"Please!" James boasted. "We won the first race. I think we can handle anything at this point."

Then to everyone's surprise, Principal Cadance and Shining Armor both approached the two teams, who stopped in the middle of their arguments to pay attention to them.

"Well done, everyone! That was truly an example of valuable teamwork, Wondercolts" Cadance said.

"Guess you guys did bring a new flare to the race after all," Shining Armor said.

Cadance then turned to the Shadowbolts. "And I hope you girls learn a thing or two from this team. For they've showcased an exemplary display I'd like you all to practice."

The Shadowbolts and Engines were too busy staring down one another. Shining Armor and Cadance shared a look themselves and shrugged before walking off. Thomas had just gotten out of his jumpsuit before Sour Sweet stormed up to him with piercing eyes.

"Don't think you can just sweep another win from us again!" She said. "I'd watch my back if I were you. Because we are not going easy on you again."

"You don't scare me, Sour Sweet," Thomas said. "If today proved anything, I'd say it's your team that needs to be scared."

She gasped loudly. "What?! But I thought we were getting along so well!"

Thomas knew she was only pretending as she quickly revered back to sour.

"You don't deserve to be here. We were on good terms with the Wondercolts. But since they're not here, our team will have no problem sending yours back to last century," She clenched her first and waved it in front of Thomas. "Our reputation will not be tarnished by some train loving fanboys!"

Thomas arched a brow, trying not to show visible intimidation. Sour Sweet then pointed two fingers at her eyes then back at Thomas while glaring daggers. She then left to regroup with the Shadowbolts. Diesel went up to Thomas next.

"I know what you're thinking of doing, Thomas."

"You do?"

"You think you can sneak off and warn your friends that I'm in their world and trying to bring you home."

"I was?"

"Well it won't work!"

Thomas smiled. "It won't?"

"No! So, you can forget all about doing so."

"I can?" He sniggered, cheekily.

Diesel was boiling over Thomas' alleged ignorance. He didn't know Thomas was only being cheeky on purpose to mess with him. And seeing an annoyed Diesel steaming smoke from his ears was all he was aiming for.

"Just don't try anything sneaky behind my back!" Diesel threatened. "You will run this race and you will lose."

Thomas watched Diesel turn his back away and step forward a bit.

"A bunch of steamies like you don't stand a chance, even now that we're people. My team shall reign supreme with a diesel on their side."

"Oh! So, is that why you costed the Shadowbolts their win today?" Thomas asked in a sassy tone. "Because you 'rained' on their victory with your supremeness?"

Diesel fumed. "Drr! There's still plenty of games left to see for yourself, Thomas! You'll see."

He then walked away to return to Sodor, but not before dropping a harsh comment on Thomas and his friends.

"You're just as out of date in this world as you are on Sodor."

At first, he wasn't fazed by Diesel's comments. But when Thomas started thinking about what Diesel said more, it soon started too. He tried convincing himself that Diesel didn't know what he was talking about, that he was only boasting about being modern like he always does. If anything, him and Diesel were technically equal now. Both had the same physique and agility to do anything they wanted. But was there more to being a person? What if Diesel still has an advantage somehow? Diesel seemed to think so, as he had full confidence that the Shadowbolts would single-handedly carry him to victory.

* * *

Meanwhile, Sunny Flare was with her friends when she saw Toby resting with a cradle arm sling. He looked to be in bad shape. She decided to pay him a visit, approaching Toby with both arms behind her back while poised in a sophisticated manner. Sunny didn't want to appear too concerned.

"Hey. How are you holding up?" Sunny Flare asked.

This managed to snap Toby out of it. It was completely unexpected.

"Um, fine for now, I guess. But why do-"

"We might be here to win, but we're not out to get anyone hurt. Such an act is too impudent for a real competitor." She darted the ground. "So, you know, don't get yourself so beat up next time."

Toby genially sensed she meant it in her own snide but sincere manner, which made him beam a humble smile, one Sunny Flare reluctantly returned before refuting his actions again.

"Seriously, I don't know what kind of coach you guys have, but you really need to step it up or walk away before another accident happens."

"I understand," Toby said. "I'm not really good at roller skating to begin with, actually. But thanks for checking up on me, Sunny Flare."

Sunny Flare gestured a single nod. "Now if you don't mind, my team and I need to study for tomorrow's next event. Adieu, Toby."

She then walked off in an elegant fashion, but didn't get far before Toby called out to her.

"Wait! What are you studying for?"

Sunny Flare stopped and turned back to face Toby.

"For the Academic Decathlon, of course," She grinned a snide smirk. "Hope you're as bad at algebra as you are roller skating. See you in the next event, dearie."

She then left to meet up with her friends. Toby's eyes widened. Though he and his friends had no idea was an academic decathlon was, somehow it seemed too far from what Engines can train themselves to understand. The Engines thought a spiraling roller rink and Diesel's threats was their top concern. But by this point it was clear there really was going to be more to this race that neither engine was prepared for.

* * *

 **To Be Continued.**


	17. Chapter 16: Learning The Ropes

**Synopsis: Twilight Sparkle, Sunset Shimmer and her friends begin their training to help everyone adapt and adjust to their new forms. Will progress be made, and how much will they need to learn before going up against Adagio Dazzle?**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 16: Learning the Ropes**

Today was a brand-new day for the humane seven on Sodor. Twilight Sparkle and Sunset Shimmer had just returned from the mainland with new batches of coal and water to keep their engines fueled during their stay on the Island. Now, the Girls had more than enough recourses to keep their mobility in check.

Best of all, Twilight Sparkle was now moving on her own! After some trial and error, Twilight soon learned to drive without having another engine coupled up to her. She was free to move about on her own with as much ease as the others. Her and Sunset also came to agree that both girls needed to contribute their own leadership in order to teach the others the proper use of being an engine. Especially after hearing the accident Applejack and the others got into. After stocking up on fuel, Sunset and Twilight knew one place where they can teach them to handle their engines properly.

The Girls decided to travel to Ulfstead Castle and met up with the engines residing there again. Applejack, unfortunately, had to remain behind for repairs. Her accident from earlier this morning left her front buffers bent and broken, and her front and driving wheels in a similar state. Applejack sadly watched her friends take off and leave the Steamworks while she was left to be hoisted up by an engine gantry so the engineers could inspect her wheels.

"Not to worry, Applejack," Sir Topham Hatt assured. "We'll have you fixed up and back on the tracks before the day ends."

"That's a relief," She said. "I don't like sittin' around doin' nothin'."

"Ah, but you wouldn't be in this spot if you'd all had stay put and not go off singing that song of yours."

"But it was workin' though. At least, I thought it might. I just hope my friends find a way for us to use it."

"I'm sure they will. But you all must get the hang of being engines first. It's a good thing your friends are off taking care of that as we speak."

"I know. I just wish I was there also."

"Not in the state you're in. Once we tune up the damage, splotch off some scuffs, and add a little extra modification, you can join the rest soon enough."

"Uh, alright. If yah say so, Sir."

Sir Topham Hatt joined the engineers to speed up the process. He grabbed some tools after adjusting his black tie tied around his head, and went up to inspect Applejack's driving wheels. They weren't as much in bad shape, but they weren't fit to roll on the rails either. It had been a long time since Sir Topham Hatt did this much work. He wasn't so sure if he still had the knack to fix an engine.

"Alright, Topham," He said to himself. "You're not working with coffeepots anymore. You're in the big leagues."

"What's that about coffee pots now?!" Applejack asked, misunderstanding what he meant.

* * *

Meanwhile at Ulfstead Castle, everyone had gathered at the Estate Railway where passengers get off on two platforms stationed along both ends of the main junction along the narrow-gauge and standard gauge tracks. The Girls were all lined up beside one another while Twilight Sparkle and Sunset Shimmer parked in front of them. Duck, Oliver, and Scottish Twins Donald and Douglas were also there, keeping an eye out for anyone suspecting or questioning the presences of all these steam engines.

Twilight Sparkle was nervous to start off planning what her friends needed to do. She normally didn't have to think about deciding on behalf of everyone. It only came to her during an hour of crisis. But Sunset Shimmer was by her side to reassure any stresses, which was able to put Twilight back at ease as she watched her and her friends discuss what they discovered while they were away.

"So, wait, you actually conquered magic by preforming together?" Sunset asked.

"Just as I knew we would," Rarity crowed. "Applejack shared her song with us and we were beaming with real equestrian magic!"

"You sure it wasn't just your fancy rocks that made all that?" Oliver asked.

"It isn't just our Geodes that give us powers," Rainbow Dash said. "We've all got the magic of friendship inside us."

"That's preposterous," Duck rebutted. "How is that going to be of any use here?"

"Wellll, Each Of Us Can Do All Sorts Of Cool Stuff By Singing Together, Playing Instruments, Or Embracing What Makes Us All Special!" Pinkie explained.

"Does this mean we can use this against the Siren now?" Fluttershy asked. "Even though she said it wouldn't work on Sodor?"

"Maybe," Sunset Shimmer thought. "Most likely she meant not in the state we're in."

The Girls all shared confused glances. Twilight Sparkle knew what Sunset was talking about and was next to speak up.

"For instance," she began. "Applejack nearly fell into the sea from using too much strength, Rainbow Dash's speed uses up all her fuel, and Fluttershy still can't use her brakes."

"Well, what about Rarity?" Spike asked.

"Nothing wrong with moi, dear," Rarity assured. "I haven't the slightest incident this entire time. Guess I'm just too good at being a train."

"We still haven't figured out Rarity's thing, yet," Sunset said.

"And Pinkie Pie," Twilight said. "I'd tone it down if I were you. We don't want you ending up like Applejack when you're doing, well, what you normally do. You could get into a much bigger accident."

"Aw, But I'm So Good At Defying Physics!"

"Our faults are only going to hinder any progress when we eventually confront the Siren, which is why I brought us all here to ameliorate at being better locomotives."

"Obviously, I don't need to 'emulate' anything either, right?" Spike asked, pronouncing what Twilight said wrong.

Twilight giggled, "Nope. You're good just the way you are, Spike."

"Yes!" Spike self-congratulated.

But Duck was getting anxious. He and the others heard that Gisborne's engine was at Ulfstead Castle this morning looking for the Girls and the engines who traveled with them to the Other Railway. It was clear to everyone that Adagio was on to them, which made Duck worried for his friend's safety.

"Glad you girls are working on your Emile rate, or whatever you called it, but you really shouldn't be doing this here,"

"Nonsense, Duck," Douglas said. "We owe it tae these girls. Is the least we can dae tae offer 'em sanction whilst Ulfstead is closed tae the public."

"But Stephen told us the Siren was looking for us this morning after we left for the Mainland. If Gerard Gisborne knew of our involvement, not only will he punish us, but he might send our new friends away too."

"Nah," Oliver said. "They've got their magic and stuff to prevent that. It's this Siren creature we ought to be more worried about."

"Aye," Douglas said. "She could turn her mockle magic ontae us an' start a frenzy."

"Did ye lassies figure out her plan yet?" Donald asked. "I want tae know why she had the nerve tae send Dougie an' other steamies away juist so diesels can take our place!"

"Three of them once tried consuming negative energy by putting everyone at our school against each other," Sunset explained, "and using our equestrian magic to enhance their power," .

"Then that's likely what she has in mind except now she has her eyes set on Sodor," Duck said.

"But If she takes over Sodor," Spike said, "then what if she comes back to our dimension again?!"

"Or Equestria, Or Any Other Place Once Her Gem Is Filled With All That Ichy, Terrible Negenergy?!" Pinkie Pie said. "Which Is Like Negativity And Energy Only Worse When They're Combined!"

Twilight Sparkle further elaborated when she began putting the pieces together.

"The Siren traveled here through the Magic Railroad, which means she's likely aware that it leads to different worlds than our own." Twilight suddenly gasped. "That must be it! Once she has control of Sodor, she'll lead everyone into the Magic Railroad and overwhelm other dimensions until she's built an unstoppable army!"

Everyone gasped with shock. Now her travels to Sodor made all the more sense. They were still a bit iffy on the steam engines, but perhaps because diesels are mostly aggressive and rough that Adagio Dazzle can conquer more negativity from them. And when she does, she'll have all the power needed to put everyone under her spell, and preform whatever bidding Adagio demands, including the invasion of other worlds.

The thought of Adagio gathering an army of enchanted diesels and otherworldly citizens sent a shiver down everyone's boiler.

"Okay, now we _really_ need to teach her a lesson!" Rainbow Dash said, shifting impatiently on her wheels.

"But what about steam engines, though?" Oliver asked. "Does she only need diesels for her take over?"

Sunset thought to herself. "She did mentioned something about Thomas and our friends as if they might've been important somehow. And something about our magic not having any effect without us all together? I don't really know how she'd know this."

"But those engines don't have any magic," Duck said. "Do they?"

"How can they?" Rarity said. "The closest they have to magic is Gold Dust. And aside from our Geodes, there isn't any real Equestrian magic in this world."

"Well, what does she know about our magic?" Rainbow Dash argued. "Let's just do what we did this morning and stop this in one sweep! She won't know what hit her."

"Except she will, Rainbow Dash," Sunset said. "That's exactly what she expects from us. She knows we can't defeat her the way we are. She'll just steal our magic to refill her's again."

"But Sunset-"

Sunset cuts Rarity off.

"Ponying up won't work like it does back home. We have to master being engines before doing anything that could end up giving her an advantage."

"So, what do you call what did we this morning then?" Rainbow Dash said.

"Nearly falling into the sea while bringing the entire Island's attention on you perhaps?" Duck commented.

"Theoretically, we could still technically utilize our magic," Twilight added. "And that's only on the basis that luck played a huge factor on our first arrival. But the way we're currently functioning is not, nor is it going to get us nowhere in our current state."

But the Girls didn't seem to sure. Everyone all thought they knew what they were doing upon entering Sodor. The Girls were still confident that their new found abilities would be the key to saving everyone. However, after the mess they've nearly gotten themselves into, Pinkie Pie, Rarity, Rainbow Dash and Fluttershy began doubting themselves now that they thought about their limitations.

Rainbow Dash wasn't proud about her speed using up her fuel, Pinkie Pie didn't like the thought of getting herself hurt, and Fluttershy had been most upset about her brakes since her near accident. They could only imagine what Applejack was going through after nearly tipping herself and her friends into the ocean. Twilight and Sunset could see this and looked to each other, feeling just as uncertain. Twilight, on the other hand, tried mustering up courage to lend her voice.

"I know everyone's eager to stop the Siren. And we're just as anxious about our friends. Not a minute passes by when I don't think about what condition Edward or Henry are in."

Twilight said this while looking directly at Fluttershy, knowing she more than likely shared the same thought. And she did, as Fluttershy displayed a worried look at this reminder.

"Sodor's magic works differently than ours," Sunset said. "We're just not ready for it yet."

"But… I Thought We Were Really Good At Being Engines," Pinkie Pie said, a little saddened.

Rarity, Spike and Rainbow Dash felt the same after what Pinkie Pie said. Twilight and Sunset were also taken aback a little when they saw the solemnness sweep everyone.

Fluttershy whimpered a little. "Twilight, are my brakes the reason we can't save Henry?"

"Not at all, Fluttershy," Twilight empathized. "All of you are more than capable of adapting. Especially you."

Fluttershy and the others looked back at each other with a twinkle of hope in their friend's eyes. Twilight continued her speech.

"By working together, we can acclimate to our engine forms quicker than we did with our Geodes. Rainbow Dash can still be fast, Applejack can still be strong, and Pinkie Pie can still be Pinkie Pie as long as we continue doing what we're best at while baring mind our current limitations."

Despite some lingering doubt, Rainbow Dash, Pinkie Pie, Rarity, Fluttershy and Spike were liking Twilight's speech so far. Even Duck, Oliver, Donald and Douglas were beaming over their conversation too.

"The Siren won't counteract us if we adapt to this world's magic," Sunset Shimmer Finished. "With or without Equestrian powers, we still have the most important magic to unite and overcome anything thrown at us."

"The Magic of Friendship?" Spike asked.

"The Magic of Friendship," Sunset repeated, proudly.

The Girls felt more inspired now than they ever were. Twilight's speech managed to help them see past their doubts. Now the confidence they carried this morning and when they first entered Sodor was back and prouder than ever. Duck and the others didn't understand this much, but seeing the look of their smiling faces again made him, Oliver and the Twins do the same.

"I guess I could take it _a little_ easy on my speed," Rainbow Dash said.

"I know I don't wanna do anything too big until my brakes work properly," Fluttershy admitted.

"In deed, darlings. We're all in this together no matter what challenges we must face!" Rarity added.

"Then let the training begin!" Twilight announce.

The Girls cheered in agreement. Duck, Oliver and the Scottish Twins joined in and blew their whistles. But then everyone was surprised when they heard an unfamiliar whistle. The whistle came from Fluttershy, who had blown hers out of nowhere while the Girls were celebrating. Fluttershy was embarrassed at first when all eyes directed at her.

Pinkie Pie tried blowing her whistle too, and emits a high-pitched blast. Rarity does the same, then Sunset, then Twilight too. Each engine could now blow their whistles! Rainbow Dash wasn't impressed by her bell toll but was just as pumped to get started on training. Everyone laughed and practice blowing their whistles again to hear each different pitch.

"So, where're we gonna practice being engines?" Spike asked.

"Ye could always practice in the Dinosaur Park," Douglas suggest. "Is closed off until later in the day. Nobody will be botherin' yous there."

Fluttershy stuttered. "D-dinosaur park?!"

"They're not real Dinosaurs, Fluttershy," Spike laughed.

"Aye," Donald chuckled. "Juist realistic lookin' plastic statues as plain alive as ever they were!"

"Good idea, you two!" Twilight beamed. "That's the perfect place to practice your brakes, Fluttershy!"

Fluttershy perked up upon hearing this. She was looking forward to learning how to brake at last.

"Just like I can circle around in speed with nothing in my way!" Rainbow Dash gloated.

The Girls murmured excitedly while they each puffed off to meet in the Dinosaur park. All except Rarity who tried nudging forward but finding that she couldn't. Her friends soon realized Rarity standing still while darting the ground in a pout.

"Aren't Cha Coming, Rarity?" Pinkie beamed.

"I don't feel like it!" She pouted.

"Is something wrong with your engine?" Sunset asked, concerned.

"Wait a minute," Twilight inspected. "Didn't you remember to fill up with coal before we left?"

Rarity looked away in a snooty manner. The rest shot Rarity annoyed expressions.

"Rarity!" Twilight and Sunset said in unison.

"Ugh, honestly! How can you expect me to carry such sooty lumps of rock?"

"Because that's the only way you can get around!" Twilight lectured.

"Then what good is having water if coal is the only means to drive one's engine?"

"Guess we figured out Rarity's thing," Sunset said with a dry demeanor.

Rarity still felt ashamed despite her stances. After refilling her tender with left over trucks of coal the Girls shared with Duck and the others, Sunset, Twilight and the rest went back to planning out their training for the day.

* * *

The group entered through a mountain tunnel nearby the estate and met in the Dinosaur Park. The park itself had plenty of tracks, and plenty of animatronic dinosaurs, for the Girls to practice. The Girls were eager to get started, as each of them split off into two groups and dispersed around the empty park.

Rainbow Dash was already speeding circles around the park with her Geode until Sunset advised her not use her Geode. Sunset quickly deduced that Rainbow Dash's Geode commonly activates when she hits a certain speed radius. She then had Rainbow Dash test how fast she can go without using her Geode by having her drive at a certain speed. The faster she went, the more her Geode would kick in. But doing so sent her flying down the tracks and circling around the park in a continuous blue blur, and spotting with eyes spinning in a dizzying swirl.

Sunset then went to check on Pinkie Pie, only to find she wasn't anywhere to be seen. She then gazed at the animatronic t-rex and saw Pinkie Pie sitting next to and imitating their loud roaring. Pinkie laughed while Sunset bared a small smile of amusement. Sunset then found Pinkie Pie later on standing on top of the model Volcano, emitting smoke from her funnel to mimic an erupting volcano. Sunset signaled her to get back on the rails, having enough of keeping track of what crazy spot she'd be on next. Pinkie Pie could only chuckle sheepishly.

Twilight Sparkle uncoupled Fluttershy from Spike and encouraged her to move towards Rarity, providing her with the safest means to stop in case Fluttershy couldn't do so herself. Fluttershy, nervous beyond clattering wheels, began moving forward. But as she did, she showed no signs of stopping and rammed straight into Rarity. Fluttershy drove all the way back into Twilight then began the run again. Twilight payed extra close attention to Fluttershy's pattern, calculating each run to spot any difference. There didn't seem to be any difference. Fluttershy kept biffing against a staggered Rarity again, again, and again.

Sunset, Pinkie, and Rainbow Dash met up with their friends after wrapping up their training. Twilight and Sunset both shared worried glances. Fluttershy knew they were likely ashamed of her, because she was disgraced by her lack of progress.

* * *

The Girls decided to head back to the Steamworks and check up on Applejack. They still had plenty of time in the day to explore the island and practice their training while riding down the mainland.

Along the way, however, they were ambushed yet again by Western, Whistler, And Skinhead, who were fixed up from their last encounter and eager to get their revenge. They were accompanied by other diesel locomotives and shunters who had learned of the steam engines residing on Sodor and wanted in on bringing them to either Adagio or Gisborne. The diesels all surrounded the Girls, cutting off any access of escaping from either end.

But instead of showing fear, minus Fluttershy, both Twilight Sparkle and Sunset Shimmer shared a glance, then smirked with determination. Three of the diesels facing them raised their brow in confusion. Sunset, Twilight, Rainbow Dash, Pinkie Pie and Rarity biffed and bashed against the diesels and pushed them out of their way and down the tracks. This ended up spitting the group apart. But the Girls were confident in their abilities to handle their own.

Rainbow Dash opted from using her Geode and simply relied on her regular speed to push, pull, and bash any diesel that came near her or her friends. Most diesels she would just lightly derail to put a stop to their persistence. She found Skinhead was really putting up a fight. He continued pushing her back while cackling over her feeble resistance. This forced Rainbow Dash to use all the strength she had to put in everything she could and push Skinhead back far enough away. Rarity chuffed in and created a ramp strong enough to knock him off the tracks completely.

Then Rarity used her geode to construct more diamond ramps and sent Whistler flying off the tracks and landing on his side. Any diesel that came near her were met with a face first collision against her diamond walls blocking the line between herself and the diesels. Western and a diesel shunter persistently bashed the barrier in hopes of getting by. Rarity simply smirked with a roll of her eyes and forced the walls back against the two diesels, pushing them further away and into a diamond construct of a railway tracks, which veered off from the line and into a pond of swampy mud.

Fluttershy and Spike sped away from Den and Dart in hot purist. They were closing in on the two. Fluttershy screamed as she crossed over a level junction. Just as Den and Dart neared the intersection themselves, a train of trucks zoomed by in a purple magical aura, and blocked their path completely. The magic aura came from Twilight, who hid away in a siding close by. The two diesels couldn't stop on time and ended up colliding into the truck's sides. They knocked the trucks off the rails and even derailed themselves with their front wheels now sitting off from the track.

Twilight Sparkle giggled to herself then left to find Sunset. Sunset had just finished biffing and bashing a few diesels when she and Twilight met again. Twilight Sparkle and Sunset Shimmer both rode down the tracks side by side with full confidence.

* * *

At Knapford Station, Gerard Gisborne, with two assistance on both sides, marched down the station platform with stern complexions. He had just gotten word of all the commotion being caused by what appeared to be a group of steam engines using abstract methods of derailing his diesels. Gisborne was not happy about this at all and was looking to put a stop to their antics immediately.

Sunset Shimmer and Twilight Sparkle puffed in from the shunting yard next to Knapford station and froze in their tracks. Far off on platforms 5&6 was Gerard Gisborne and his two assistance. They were just about close enough where he could spot the two with one turn of his head. The two girls begin to panic until Sunset came up with an idea.

Arms on his hips, Gisborne surveyed the main junction before looking over at the shunting yard. He found only a train of red passenger coaches being shunting behind the station by an engine out of view, not knowing that it was really Twilight Sparkle moving the train with her telekinesis in an effort to shield her and Sunset from being seen by him. Gisborne shrugged this off and proceeded to exit the platform and continue his investigation. Sunset and Twilight sighed a breath of relief before deciding to leave Knapford all together before someone actually spots them.

* * *

Meanwhile, a pack of diesel shunters found Pinkie Pie in Tidmouth's shunting yard. But to their surprise, they found her coupled up with six rows of Troublesome Trucks at the front and back, and spinning profusely around on the turntable.

The turntable spun much faster than it normally should. The Troublesome Trucks were being dragged across track by track while rotating in a dizzying blur. The diesel shunters tried getting close to Pinkie, but each time they did the front Troublesome truck would whip them back. It was almost impossible to reach her. Pinkie Pie, meanwhile, was laughing away and having a blast while gyrating faster than anyone could see her or the Trucks for that matter. The Troublesome Trucks were not having nearly as much fun as Pinkie Pie's pitch sounded.

The diesels shunters had enough of her silliness and tried stopping her out of control spinning for good. It wasn't until 'Arry got knocked off his tracks by one of the Trucks and toppled over did his brother Bert the other diesels see no way of reaching this crazy engine, and eventually sacred them into leaving when more shunters got knocked off their tracks by Pinkie's impenetrable turntable.

"Retreat!" Bert called.

One by one the diesel shunters backed off and scurried away. The turntable finally slowed to a stop. Pinkie Pie panted with more energy left in her system to spare.

"YEAH! WHO WANT'S SOME MORE!" Pinkie yelled, looking for any other diesel to challenge her.

But the Troublesome Trucks were all too woozy from the rotation.

"No… more," Said a dizzy truck.

* * *

It took everyone some time to find each other. The Island of Sodor was a huge place, and the Girls managed to get lost super easy. Sunset had a basic understanding and stuck with Twilight to find the rest. Eventually, they ran into Pinkie Pie, then Rarity, Rainbow Dash, and finally Fluttershy and Spike. Each of the Girls were worried someone might've gotten lost or taken by a diesel. But when those worries soon washed out, the gang expressed excitement and celebrated their victories over the diesels yet again.

"I can't believe we just did that!" Twilight said, excitedly. "Can you believe we did that? I can't believe it either! Even though before I was convinced that there was no way we could pull this off except we did! We're so getting good!"

Sunset could only smile and snicker to herself.

"And all I had to do was believe in myself."

Twilight drifted off and thought about her friends, giving her more confidence and belief in herself.

"You know, Twilight," Sunset confided. "I also know a friend who taught me a valuable lesson."

"You do? What did they say?"

"'A great leader doesn't lead by making others bow before her, but by inspiring others to stand with her'."

Twilight thought about it more and realized Sunset meant it for her. This made Twilight feel inspired. Whoever taught Sunset this quote must've been helpful and wise.

"Who told you that?"

"You did."

Twilight wore a perplexed face.

"Well, not you exactly but the pony you. And it was actually Principal Celestia that said it after I almost used Twilight's crown to conquer Equestria. So…"

Twilight smiled. "So, the lesson can really be passed on to just about anyone. Pony princesses, former enemies,"

"And best friends," Sunset finished.

Both friends shared a wholesome smile until Rainbow Dash caught everyone's attention.

"Whoa! Check out Applejack!"

Puffing up to the group was Applejack, now fully fixed up with some of her paint switched around and modifications added.

Her smokebox and funnel were now painted a Pale, light grayish olive. The front running board above her brand-new set of red buffer beam with silver buffers was also repainted in a white color similar to most North Western engines. On top of that, Applejack was given light brown, wagner-type smoke deflectors that were only attached to both sides of her smokebox, taking up the top running board and not the rest of her front like a traditional deflector. This gave Applejack enough peripheral vision to see both sides of her left and right.

Her friends were all impressed. Despite initial hesitance on her end, Sir Topham Hatt assure Applejack that she'd look better than she did upon entering Sodor. And seeing her friend's reactions made the hassle of waiting for her modifications to finish seem almost worth it.

"Howdy! Sorry I took so long," Applejack said. "Those engineers did one heck of a job touching up my sores. Even repainted a few splotches and polished my buffers."

"Look at those metal plate thingys on your face!" Fluttershy said.

"Oh, these old things?" She said, humbly. "Ah, shucks. Ain't nothin' to point out. Sir thought it'd be a good to have 'em since they were just layin' around and all. 'Parently they're good fer clearin' smoke or somehtin'."

"Can you even see pass those ugly elephant ears?" Rarity asked. "They look ever so cumbersome."

"Ah, they ain't so bad. Shoulda seen what they were originally designed to look like," Applejack chuckled. "Could barely see from my lefts to my rights!"

"I'm glad you're all better now, Applejack," Twilight Sparkle said. "We can all get back to adapting to our engine forms."

"How did you find us?" Fluttershy asked.

Just then, Mr. and Mrs. Birdie flew in and circled around a chuckling Applejack.

"I kinda had a hunch these two were the same birds you've been talkin' to. Started followin' 'em when they wouldn't quit yammerin'."

Mr. & Mrs. Birdie flew over to Fluttershy and landed on her front footplate. Fluttershy giggled the more they rubbed their heads against her cheeks.

"Amazing!" Twilight said. "You were able to follow them to us?"

"They've gotten better at recognizing us," Fluttershy said, sweetly. "Yes, you did!"

"Hey yeah! Maybe Fluttershy can ask the animals to help us keep in touch?" Applejack suggested. "If we get separated or lost at any point, we'll know where each of us are by followin' em back to one another."

"Like Cellphones?!" Pinkie Pie asked. "Or A GPS, Or Email?"

"Animal cellphones!" Rainbow Dash added.

Pinkie Pie screamed with excitement. "I LOVE IT!"

"So," Applejack asked. "What else did I miss?"

"You wanna relay what you said to the others, Twilight, or should I?" Sunset joked.

Twilight giggled and the rest soon joined in. But Applejack had no idea what they were laughing about. Twilight explained the discussion over what they have planned out, eventually inspiring the same devotion and determination onto Applejack.

* * *

Meanwhile, Adagio Dazzle was following Midlander and her truck of Silver Dust she discovered in the Blue Mountain Quarry. Adagio demanded to be taken to its source, so Midlander guided her to where she and the workmen found the strange pile of sparkles. After Midlander showed what she found, Adagio was desperate to know how it got to this Island all the way from Equestria; the last place where she found the silver substances.

The Blue Mountain Quarry is a large slate quarry centralized in the mountains at the core of Sodor near the Skarloey Railway. The digging company localized there is responsible for supplying and transportation slate and stone on the Island of Sodor. Little narrow-gauge steam engines used to work on this railway, but like everywhere else on Sodor, they too were replaced by diesel engines. Only Rusty, the little diesel, was the only one who originally worked with the steam engines to still be operating the line with other diesels.

Midlander rolled into the Quarry's entrance with Adagio Dazzle puffing from behind on a duel gauge track. The two rolled under a stone bridge with the Quarry's blue company logo bolted to the sides. The Quarry itself was still just as bustling with hard working engines. Some collected small trucks loaded with slate and took them through tunnels, over bridges, and under hoppers where slate was dispensed.

"Well, this is the Blue Mountain Quarry," Midlander introduced.

"So I see," Adagio commented, unimpressed.

There were plenty of stone crushers, engine huts, sheds and stations to occupy the expansive space. There was also Owen the incline traction engine, whose job is to transfer trucks of slate up and down the incline to the top mountain where only narrow-gauge engines could access, and bottom level where only standard gauge engines work. Narrow gauge tracks covered every flat surface from top to bottom, from every bridge to every tunnel. Even a few standard tracks led into a tunnel or two. But only the Narrow-gauge engines could travel further above where the little engines could see the whole quarry from a higher vantage point, and where most of their slate is dug up and delivered for Owen to lower back down to the bottom.

Adagio and Midlander arrived at the center. Diesels stopped hauling their freight and stared in fright at the big orange and purple engine creeping into their yard. Adagio payed no attention and continued following a reluctant Midlander until the two engines stopped in front of a dual gauge turntable.

"Now tell me," Adagio inquired, "where specifically did you acquire these sparkles?"

"We only found a small batch from a trail leading further into the Quarry. But only a narrow-gauge engine can travel beyond that point."

Midlander saw that Adagio was intently fixated on her truck of silver sparkles. The more she kept glaring at them, the more flashes of Adagio's past rifling through her head from the moment she first found these twinkling specs.

"Follow the trail you retrieved this from and see where it leads to," Adagio looked to Midlander again with an intense stare.

Midlander was confused. "Excuse me?"

"Find more silver sparkles. Have the men scrounge the entire quarry if you have to until a source is found."

"But-But we have to have Gisborne's permission first. And we still have to prepare all this slate for delivery to Brendam."

"I see. Allow me to clear your schedule for you then."

Adagio then sung her melody to persuade Midlander, the workmen and all the other narrow-gauge diesels near their vicinity. The diesels paused their work as their eyes glowed an eerie green when her voiced reached and echoed in their radiators. Midlander's eyes grew green too, losing all thought and will to argue back. Although her power wasn't strong enough as before, Adagio could still manipulate those around her to behave and carry out a motive for her own needs. Especially upon discovering the Silver Dust, Adagio wasn't going to take no for an answer.

"Now you have all the time needed to dig up more Silver Sparkles," Adagio smirked. "I'll be back to check on your progress right after I investigate the whereabouts of Sunset Shimmer and her measly friends."

Midlander was still nervous but went off to collect more trucks and find more workmen to begin their excavation.

"If those rumors about their sighting were any indication, then those Girls have finally arrived on this puny Island," Adagio said to herself. "Now I just need to make sure they're not close to foiling everything and keep them at bay."

But just then, a cloud of green smoke flew in a single stream over to Adagio and seeped into her glistening red lantern, consuming all the negative energy instigated by a band of engines that carried a familiar course of magic Adagio needed. Adagio took delight in its taste; a taste of negativity she was hoping to acquire when the Girls from Canterlot High arrived in this world.

"On second thought, there's no need." Adagio Dazzle smirked and evil grin, "Because they're already at work."

* * *

 **To Be Continued.**


	18. Chapter 17: Power Struggle

**Synopsis: Thomas and his friends are worried about the next Crystal Race even, and aren't sure if they're prepared to compete in a field they know nothing about. The Shadowbolts face their own problems when one of their own slips into command on a single whim.**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 17: Power Struggle.**

It was morning in the world of Canterlot High. Students were arriving and met near the courtyard in a giant crowd. Lines of school buses parked by street rolled up, and in a single line, students and some faculty members boarded the buses. They were on their way to Crystal Prep Academy to watch their team compete in the Crystal Race. Everyone knew that the members who were suppose to compete we're actually contending anymore. They heard about the new members and were skeptical about their ability to go against CPA's best students. However, word about their first victory yesterday had spread to Canterlot High. And all were excited again to cheer for their school's team.

At Crystal Prep Academy, the students there were getting ready for the second event; the Academic Decathlon. Students and staff were given a free day to help set up the hubs and stations, organizing everything to suite their team's needs. Nobody at CPA were taking their loss to the Wondercolts so well, and they were all the more determined to support the Shadowbolts in hopes that they make an immediate comeback.

Even the Shadowbolts, who wondered around the hallways to help set up, were devising tactics to prevent the same loss they received yesterday.

"Ugh! Seriously, though! How did we lose to a bunch of nobodies?" Indigo Zap asked.

"Yeah!" Sour Sweet said sweetly while progressing to sour. "Thanks for bringing that up for like the billionth time!"

Indigo shrugged. "Just sayin'. Not even Twilight's new friends could've passed us like they did."

"Uh, sure, they can," Sunny Flare said. "They're actually good. Like Sugarcoat said; these guys just got lucky."

"One of them almost broke a limb from trying to steady on their skates," Sugarcoat said.

"Which one; all of them?" Indigo Zap said, drearily.

The Shadowbolts shared a sarcastic, dreary chuckle.

"These people clearly have no experience," Sunny Flare said.

"Exactly," Sour Sweet agreed. "Which is why I'm confident the next event won't be a problem. Luck can't strike twice."

"I really wish Twilight was still on our team," Lemon Zest said. "She may be a brainiac but she could've swept the other team like it was nothing."

"We don't need her?!" Sour Sweet said. "She's off having 'magical' adventures with her new friends. We're gonna show those donors and wannabee Wondercolts just how smart we all are together."

"Just as long was we're not hurting the other players and taking the games too seriously, right?" Lemon Zest asked.

"Wait, don't tell us you actually feel bad for them, Lemon?" Indigo Zap said.

Sunny Flare stopped the group mid walk.

"That, my dear, is actually why I called you all here."

Just then, the girls heard a panting noise and looked back to see Diesel running down the hallway towards them. The Shadowbolts weren't exactly happy to see Diesel at the very least, not after his stunt on the Roller Tower last night. Diesel caught up and panted a bit before catching his breath. It looked like he rushed over to Crystal Prep in a hurry.

Everyone crossed their arms.

"And where have you been?" Sugarcoat asked.

"Hey! I've got a life outside this silly race too you know!" Diesel said.

"It's not silly," Indigo Zap said. "We're raising awareness for a good cause!"

"Oh, sure you are. I can tell by how badly you want to show Thomas and his friends who's the best school in town."

"Except now that's looking like a pipe dream with you dragging us down!" Sour Sweet grumbled to herself.

"What was that?"

"Just that we're gonna do amazing now that we have someone smart and capable like you on our side!" She said, sweetly.

Diesel frowned in annoyance. The Shadowbolts firmly disagreed but didn't know Sour Sweet was only being sarcastic through her sweetness. Sunny Flare continued on.

"As I was saying, the events of yesterday's accidents have brought some considerations to my attention. As leader of the Shadowbolts, I declare that our next approach should be to-"

"Whoa, whoa, whoa," Indigo Zap waved her hands. "Who said _You_ were the leader?"

Sunny Flare flicked her hair. "Well, obviously I am."

"Uh, no, you aren't," Sour Sweet argued and pointed the tip of her thumb to herself. " _I am_."

"No one ever said you were in charge either," Lemon Zest said.

"Oh, come on! Isn't it obvious who calls the shots?"

But it wasn't so obvious, as each member shared looks of suspicion and disagreement. Diesel watched from the sidelines, choosing not to get involved, yet.

"If anyone should be in charge, I clearly have all the credentials to formulate decisions on our behalf," Sugarcoat said.

"Yeah right!" Lemon Zest said. "Who'd wanna listen to you yap about how every little thing we do is wrong?"

"What if I wanna be the leader?!" Indigo Zap asked.

All except Diesel laughed. Indigo wasn't so sure what they found funny despite feeling a pit of embarrassment.

"Uh, you can't," Sour Sweet said, condescendingly.

"And why not?" Indigo Zap crossed her arms.

"Because that designation falls under my headship, dearie," Sunny Flare snickered.

"No, it doesn't! I'm the Leader!" Sour Sweet shouted.

"No, I am!"

"I Am!"

"I AM!"

The Shadowbolts all broke into a collective argument, each one shouting and pointing fingers at one another in a fit to settle which of them is the Shadowbolt's leader. Diesel continued watching, not wanting to risk stepping in after Sour Sweet's scolding from yesterday. She told Diesel specifically that he cannot order them around. Diesel was true to his word at first. All he cared about really was getting the steam engines from the other team to lose so they can leave Sodor forever.

* * *

Meanwhile, Principal Cadance was walking the halls of CPA with the Wondercolts following her. Thomas, Percy, James, Gordon, Emily and Toby were all present. Even Juniper Montage walked beside Thomas as they discussed preparations.

"Our classrooms are free to use for any preparation your team may need," Cadance explained. "Don't feel discouraged to take advantage of CPA's expansive library and online learning course. The Academic Decathlon isn't going to be a walk in the park so I highly recommend using this time to practice."

"Online… learning course?" Toby looked to Percy, who was just as perplexed.

"Thank you for your help, Principal Cadance!" Thomas said. "We're gonna need all the training we can get."

"Once again taking _all_ the credit," James confided to Gordon. "Now even their principal thinks Thomas is deciding everything for us."

Gordon rolled his eyes in agreement.

"Anything to prevent what happened yesterday from transpiring again," Cadance said.

"Right. Sorry about that," Thomas said, sheepishly rubbing his head.

"You all should've told me about your lack of skate experience beforehand. Which is why I'm more than willing to allow your team full access to CPA. Anything you need, staff and students will provide to make the games more compatible."

The Engines were surprised. They were allowed to use Crystal Prep's resources and classrooms for reference. This was exciting. But seeing the smug, uninterested faces of students passing by and giving them mean looks all the while didn't assure any willful compliance in their assistance that much. Thomas didn't pay any notice. He was too relieved to have something that can give him and his team an advantage.

"Wow, thanks!" Thomas said. "I'm sure this'll come in handy for us."

"Here's our Wifi password," Cadance hands the slip of paper to Thomas. "If you have any questions, feel free to ask me or Shining Armor. We'll be setting up the next event around campus."

"I have a question," Percy raised his hand. "Uh, what's a Weefee?"

Cadance gave a perplexed look.

"I have a question too, ma'am," Emily asked. "About this Academic Decathlon. We're not so sure if we're really ready to-"

Before Emily could explain, Cadance overheard the Shadowbolts arguing from across the hall. Cadance slouched with exhaustion and sighed.

"Sorry, I need to take this." She tried mustering enthusiasm, "Good luck in the Decathlon, Wondercolts!"

She then straightened back up and marched over to the Shadowbolts.

* * *

Just then, Diesel looked over the group and saw Principal Cadance approaching them. The girls were still arguing and bickering, and from the looks of Cadance's face, she was ready to give them a scolding. Diesel thought of an idea and smirk before getting into character.

"Ladies, ladies!" Diesel said trying to calm them. "Please stop fighting!"

The girls stopped arguing and glared at Diesel, who played up a worried act before switching to high-spirits.

"There's no need to cause a ruckus before the games begin. Remember; we're here to compete for a good cause, not over who's the best."

Sour Sweet was irate.

"Now, shouldn't we continue going over a proper strategy, hm?"

The Shadowbolts were all applaud by Diesel's fake concerns. Sour Sweet stomped over to Diesel.

"What did I say about-"

But her berating was cut short by Principal Cadance clearing her throat. Everyone but Diesel froze and slowly turned their backs to find their school's principal, looking extremely disappointed with hands to her hips.

"P-principal Cadance?!" Sunny Flare stuttered.

"What is going on here?" Cadance scolded. "What's all this arguing about?"

"N-n-nothing!" Sour Sweet muttered. "We were just, we were just-"

But Cadance gave a stern glance. Sour Sweet had built up rage directed at Diesel but couldn't blow it off in front of her principal. She continued smiling sheepishly, making her and her team look more guilty of her suspects. Diesel's arms hid behind his back and walked over to stand beside Cadance in a sophisticated manner.

"I tried to warn them countless times, Ma'am. 'Keep your indifference in check', I said. But it seems these girls are only concerned about who's calling shots and how to defeat the steam- I mean Wondercolts, so they can have all the glory to themselves."

The Shadowbolts were speechless. Cadance became more furious as Diesel continued to throw them under the bus.

"They never once mentioned how we could benefit other schools for better education. Even though that's the whole reason we're here."

No amount of their glaring eyes directed at Diesel could faze him or his smug smirk.

"Girls, I didn't choose you to fight over such nonsense. Diesel is right. This event is about raising awareness, but so far all I'm seeing and hearing here is the exact opposite."

"But we are competing for charity!" Sour Sweet said, anxiously. "We know how important this is!"

Indigo chimed in. "Yeah! Besides, those Wondercolts-"

"If it's a problem with the other team that's hindering any co-operation, perhaps talking it out would settle all this unnecessary conflict."

"Not to mention your poor sportsmanship and power struggle," Diesel added.

"Have you girls really been fighting over which of you is the group's leader?"

The Shadowbolts shared worried looks. Cadance could only sigh and pinch the bridge of her nose. The Girls were anticipating another scolding. But she simply placed a hand on Diesel's shoulder.

"Thank you for trying to keep everyone in line, Diesel," Cadance said. "The Shadowbolts are lucky to have someone as mindful and caring looking out for their teammates."

Diesel beamed the fakest, genuine smile he can make. Cadance then turned to the rest, who were still flabbergasted over his little act.

"I just wish you all learned to do the same like I asked."

Their arms hid behind their backs and heads hung in shame.

"In fact, maybe you should be following in Diesel's steps for now on. Seems him and the Wondercolts are the only ones actually trying to show sportsmanship."

The Shadowbolts gasped. They wanted to be mad but were more disappointed in themselves for upsetting their principal, who has been generously giving them passes for their over-competitive attitude. Cadance was not happy with their performance and seeing how they lost compared to the Wondercolts and their efforts to help one another made them look even worse. An explosion of excitement bellowed in Diesel's gut but he tried to play calm despite his giddiness.

"I need to get going. Don't be afraid to ask me or Shining Armor any questions before we begin. Good luck in the games!"

She then left Diesel and the stunned Shadowbolts, still processing and cycling through utter rage and confusion.

"What just happened?" Lemon Zest said, flabbergasted.

"Oh, I'll tell you what happened," Diesel said, baring a devious grin. "I'm the Shadowbolt's new leader!"

Diesel then lets out his nasally cackle. The Girls were all horrified. Sour Sweet on the other hand was not having it. She stomped up to Diesel mid laugh, getting his face and grabbing him by the collar.

"What game are you playing?" She seethed.

"The Crystal Race, of course!" Diesel said. "What're you all playing; follow the follower?!"

"It's taking _everything_ not to pommel you to the ground," She threatened, about to pull her arm back. "Just one reason is all it takes."

"Now that wouldn't be very sportsmanshipy of you, would it, Sour Sweet?"

A shocked Sour Sweet froze her arm in place. She gritted her teeth and fist tight before mustering all her will to let Diesel go. Unphased, Diesel brushed off his collar and continued relishing in their forced compliance.

"Shall we?" He said, directing to the hallway behind him.

The Shadowbolts never let their glaring sights off Diesel the entire time as they followed him to their next destination.

"We're doomed, aren't we?" Sugarcoat asked.

Sour Sweet slouched. "Yeah."

* * *

Meanwhile, Juniper Montage explained to the Engines about the Academic Decathlon. Both Wondercolts and Shadowbolts had to compete in series of tests involving objective multiple-choice tests, two subjective performance events, and a mathematical essay at the very end. She tried stressing the difficulty and advancement involved but most of the Engines didn't seem that phased.

"That's all?" James boasted while blowing his lips. "Easy."

"No, James!" Juniper issued. "It's not. Not for you guys anyway. You're gonna be asked to solve math equations, chemistry, home exc, all the things a steam engine can't do."

"We learned how to use those roller skates in no time at all," Gordon said.

"And won, too!" James added.

"Need I remind you both of my accident with said skates yesterday?" Toby reminded. "Especially you, James?"

"Oh," both Gordon and James said with slouched shoulders.

Suddenly the others were reminded of Toby's fall, as well as Thomas' and Percy's, and how it almost cost them their points. If it was that rough to learn skating on the spot, perhaps the Decathlon would be just as worse. They had to solve complicated questions, face challenging tests, and complete a chemistry course. None of those areas of learning sounded easy at all to Thomas and the others, but some wouldn't admit their apprehension.

"Well, it's not our fault you couldn't adapt quickly enough, Toby," Gordon said. "Thankfully, this decathlon doesn't sound physically demanding. Now anyone of us can earn a point."

"Guys," Emily said. "This is serious. None of us has ever done actual school work before. Principal Cadance said this is gonna be difficult. Imagine how impossible it'll be for us."

"I've taken classes at Canterlot High once," Thomas said. "Sort of. Will that be enough, Juniper?"

Juniper hung her head and shook it. This worried Thomas and the others a lot.

"Is it really that hard, Juniper?" Percy asked.

"You better believe it!" Called Sour Sweet.

Everyone looked over to Diesel and the Shadowbolts who turned their anger and overconfidence onto the Engines. Juniper and the Engines do the same, also crossing their arms while giving them cold shoulders. Both teams stood face to face, glaring daggers at one another.

"What do you want?" Thomas grimaced.

"Just on our way to win the next event," Sour Sweet bragged. "I'd ask if you're prepared but I have a pret-ty good feeling you aren't."

"What makes you think we're not prepared?" Thomas asked.

She stepped closer to him. "No reason. Though it does take a lot of guts for a whole team to compete in an event without studying or having no idea what they're doing."

Thomas was almost shocked. "H-how did you know we haven't studied?"

"Because you just told us, dearie," Sunny Flare smirked.

Her and Sour Sweet shared a laugh while the rest pompously grinned. Thomas' face was now flushed red with embarrassment. The other engines rubbed the back of their heads and whistled with arms behind their backs, pretending they weren't on the same boat. But the Shadowbolts could see right through their act.

After what Diesel had told him the other day, Thomas was beginning to think his team might actually not win this one. It wasn't so much the worry of getting another chance to catch up if they fall behind, its going out on the playing field and being expected to complete high-level academics in front of both schools that's gotten him doubting their chances.

"There isn't any way we can prepare ourselves, is there?" Thomas asked.

"Not unless you know a way to cram in seven years worth of education in under five hours," Sugarcoat said.

"Seven years?!" Percy expelled.

This alerted the other engines into a fright. How much did these girls learn in seven years to gain the knowledge that they have? And how were they suppose to learn the exact amount in order to competently participate. Sour Sweet's snide smile quickly faded when she saw that the Wondercolts really didn't look prepared at all.

"W-Wait, I was only just messing around. Is your team really not prepared at all?!"

A sheepish Thomas could only grin and shrug his arms.

"Wow. Way to ruin the race by making your school look back!" Sunny Flare said.

"Are you guys even taking this event seriously?" Sour Sweet fired back.

"Of course, we are!"

Their comments had finally reached a point that angered all the engines into jumping in on their defense. Juniper knew they were in trouble but didn't like watching the Shadowbolts walk all over the Engines. She stepped in between Thomas and Sour Sweet and their scowling face off.

"I wouldn't underestimate the Wondercolts if I were you," Juniper said in their defense. "They managed to surprise us all yesterday and they can do so again today."

"You really think so, Juniper?" Emily asked.

"Yes! I'm one hundred percent, absolutely, just now on board with the idea!" She said, proudly.

"But you just said-"

"Quiet, James!" Gordon said.

"Oh, I'd still be worried if I were you," Diesel said. "I'm the Shadowbolt's new leader, which means nothing can stop us from wining against you outdated steamies!"

"Ugghh, you are not the leader!" Sour Sweet shouted.

"That's not what Cadance said!" Diesel taunted.

Thomas and the others were confused by what he said, but were still determined to prove him wrong.

Indigo Zap face palmed. "Don't ask."

Gordon lets out a long laugh. "Imagine Diesel leading a group of silly high schoolers! That'll be the day in deed."

This made Diesel fed up the more Gordon teased him.

"The only truth that buffoon's telling is the inevitability," Sunny Flare said. "Luckily, we won't even have to try knowing that you're completely unprepared."

"That's not a fair claim to make," Toby said. "I'm sure we can still earn some points for our team too."

Emily chimed in, trying to sound optimistic. "We may be unprepared, but we actually know how to work together when we need to. Unlike any of you."

"Did you hear that, ladies?" Diesel chortled. "Even these stinking Wondercolts can see you for what you are! There's no denying it. It really is a good thing you have me on your team!"

Diesel continued laughing until Sour Sweet threatened to strike. The Engines and Shadowbolts kept on going back and forth between each other, trying to prove one another wrong or one upping their bragging.

* * *

Off to the side, Percy waited to jump in at any moment and argue back against any of the Shadowbolts.

"Oh, Percy!"

A dumbstruck Percy was caught off guard by someone calling him. Lemon Zest stood behind him then tapped Percy on his right shoulder. She moved out of the way before Percy could look back. Then, Lemon Zest puts on a pare of red headphones with cyan muffs and designs on Percy's head.

Percy gasped when he felt the headphones clamp both his ears.

"It's you!"

Lemon Zest, with an evil grin, hovered her finger over the play button on her phone. Percy was terrified.

"Oh no! Oh no! Oh no!"

She finally hits play on her phone after an agonizing pace. A shivering Percy clenched both muffs and shuts his eyes in anticipation.

But instead of extremely loud rock music, a soft rock song slowly began. The music comprised of a B Minor ballad, a simple, melodic song with big, lush instrumentation. It still had a lot of energy, but was much quieter and less rambunctious. Not to mention the volume wasn't all the way at a deafening max.

Percy opened his eyes upon realizing this. He didn't go deaf, and there wasn't a piercing, heavy rock ballad drumming his ears. It was almost relaxing even; a key signature Percy grew to like the more he heard it. But he was still surprised and even wondered why Lemon Zest chose this song for him to hear instead of her louder grunge songs.

Lemon Zest bashfully hid her arms behind her back.

"We got off to a bit of a heavy start, huh? Mind if we try starting over with something a little lighter?"

Percy smiled warmly, relieved he could still hear even over the music, but mostly for Lemon Zest's sudden consideration over last time she played music for him. She seemed to be acting a lot friendlier. This made Percy a tad suspicious. His friends and her teammates haven't been getting along, so how come she was the only one being friendly to him?

None the less, Lemon Zest took his smile as an invitation and stepped closer to him.

"So, you like it?" She asked.

"Do I?!" He said, excitedly. "I never heard anything like it. It's not too loud, not too heavy, and it's just the right volume."

"Nice! We'll work our way up from soft rock to heavy rock in no time."

Percy rests the headphones around his neck.

"Really? But… aren't we suppose to not like each other? We're on different teams, after all."

Lemon Zest hugs her left arm while looking back at her friends and the Wondercolts still picking fights.

"Nobody on my team is _that_ nuts about music like I am. You're kinda the only one who showed any real interest."

"Oh. That's too bad. Friends should try to show interest in each other's favorite things. Why don't your friends ever-"

"Ooh, ooh!" She stammered, waving her hand in front of him. "Here comes the best part!"

Lemon Zest grabbed both sides of her muffs and began bobbing her head. Percy didn't know what she meant until hearing the song coming from his headphones kick up into a louder, build up verse. He admitted that it did sound great when the beat finished paying off.

"How can you hear what I'm listening to?"

Lemon Zest tapped the left muff. "Music's coming from my player, silly. Everything you're hearing is what I'm hearing too."

"These things can play the same music even though they're not connected?"

"Uh, yeah," she said, matter of fact. "They're connected through blue tooth!"

Percy quickly removed the headphones and covered his mouth.

"But I don't wanna have blue teeth!"

Lemon Zest lets out a laugh, so much so she had to lean on her knees for support. Percy didn't know what was so funny though. Lemon Zest continued snorting through her laugh until leaning back up again.

"Dude! You're funny, Percy."

"I am?"

"Totally."

Percy and Lemon Zest both exchanged heartfelt smiles. Whatever suspicion Percy had was long gone. Lemon Zest was just as happy to have found a new friend who was interested in the same things she liked. Percy takes off the headphones and examines them again before handing them over back to Lemon Zest. But she respectfully rejected.

"You can hold onto those. That way you can hear my music whenever I'm nearby."

"Won't you need this though?"

"Nah! I only bought 'em as backups in case my teachers confiscate these," She adjusted her pink headset.

She takes the headphones anyway but only to put them back around Percy's neck.

"I got plenty more where that came from. 'Least now you'll have better taste in music before you know it."

Percy held the headphone's muffs laying around his neck while examining them. He didn't know how to react at first. Lemon Zest was from another team he's supposed to dislike. But here she was offering him her back up headsets so he can hear her music whenever she's around.

"Wow. Thanks! Oh, I never got your name-"

"Ugh, whatever!" Sour Sweet shouted and stormed off. "I don't have to stand for this!"

During their argument, Thomas and the other engines riled up the Shadowbolts and irritated them to the point of frustration. Diesel and the other Shadowbolts begin walking away as well with the Wondercolts all smirking with crossed arms.

"Gotta go," Lemon Zest said. "We'll catch up later, 'kay Percer."

"Percer?"

"That's your new rocker name. Like it?"

"Um, I guess. Yeah! Sure. I like it."

"Let's go, Lemon Zest!" Indigo Zap called, impatiently.

Lemon Zest playfully nudged Percy's shoulder.

"Later, Percer!"

She took off, holding her pink headphones in place while bobbing her head.

"Bye… Lemon Zest."

Percy waved his hand slowly and watched Lemon Zest return to her group. The music playing from her phone still blared in Percy's headphones. He puts them back on and listened to Lemon's music until her and her friends were far enough for his sets to lose connection to her blue tooth, which still worried Percy a little that it would give him blue teeth over time.

Lemon Zest caught up only to see her friends begrudgingly lugging behind a proudly strutting Diesel.

"This'll do just fine until Adagio gives me control over the diesels," He said to himself.

The Girls exchanged looks, all disagreeing on the same notion and agreeing on another. They weren't gonna put up with Diesel and his self entitlement no matter what he or Principal Cadance thinks. So, they each walked in a sophisticated or careless strut pass Diesel, surprised and angry by everyone moving a head of him. Only Sour Sweet stopped and zipped back to startle Diesel.

"Remember, Diesel," She said. "Just one reason is all we need. One reason and you're out."

He gulped. "Right."

* * *

Percy was still waving until his friends caught his attention. They were discussing what to do about their dilemma.

"We're definitely not gonna let them win, are we?" Emily asked. "I was never really eager to get competitive, but those girls were asking for it."

"Not on my watch they won't!" James said.

"But how are we suppose to win at something they're good at and we're not?" Thomas asked. "This whole decathlon thing has become a bunch of backed-up steam. We'll burst in front of everyone if we go out there without knowing what we're doing!"

"We're gonna burst?!" The Engines all repeated.

"No," Thomas corrected. "I mean we're gonna look foolish for not knowing anything about school work."

"Impossible!" Gordon said. "Diesel doesn't know anything about school work either."

"But the Shadowbolts do," Emily said. "That's the major problem here, Gordon."

"If only our friends weren't on Sodor right now," Toby said. "They know a great deal about this kind of stuff."

"They would," Emily contemplated. "But I think they'd only try to talk us out of the race like they did before we joined."

Juniper stepped in unintentionally, catching everyone's attention. Juniper wasn't so sure if they could pull this off, but they had to have a fair chance, even if their efforts to do so doesn't get them very far.

She decided to go for broke and played up a confident attitude.

"It's a longshot, but… maybe I can teach you all a few things."

The Engines all exchanged looks, all wondering what their friend had in mind.

* * *

 **To Be Continued.**


	19. Chapter 18: Venture Into Trouble

**Synopsis: Sunset Shimmer, Twilight Sparkle and their friends have a new plan for Saving Edward and Henry. But how will they manage to pull it off with no idea where they are and with half the Island out to get them?**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 18: Venture Into Trouble.**

It was late in the morning on Sodor. A few diesels over at the Vicarstown Dieselworks were working their wheels off. There have been a number of diesels derailing from the tracks fairly recently, and a lot had to be put back on the tracks and taken to the Dieselworks for repairs. Hour after hour, a diesel shunter or locomotive is brought into the yard where they must wait for the engineers to fix, patch, replace and assemble them with new parts.

Edward and Henry, who were parked at the smelting foundry, watched either Den or Dart roll in the warehouse with an empty flatbed and leave with it loaded with diesel parts. The two diesels had been busy taking turns delivering flatbeds hitched with diesel parts back and forth from morning to days end. With this many diesel accidents, there wouldn't be any engine out doing their job. So, Den, Dart, and the engineers had to work extra hard to get all the diesels back on track again. But whenever they finished working on one diesel, more would pile back in, even the same diesel locomotives they fixed up would return. Western, Skinhead and Whistler had become such frequent visitors when it came to derailments and dents.

Meanwhile, Diesel emerged from his berth and waited for the turntable to meet his line. Paxton parked next to Diesel and attempted to greet him. Diesel had been gone a lot, so Paxton didn't often see him that much.

"Good morning, Diesel! Off to Canterlot High again are-"

"Eh, eh, eh! No, Paxton," Diesel interrupted, sharply.

The turntable pointed to Diesel's line. Diesel got on and carried off into the Junction. Paxton still tried to be polite despite knowing Diesel's true intentions, and why he was acting meaner than usual.

"Oh, okay. See you later, Diesel!" Paxton called.

But Diesel didn't respond. This made Paxton a little sad.

He really thought him and Diesel were becoming better friends after their trip to Canterlot High. But ever since he found out what he and Adagio Dazzle were really planning with the diesels, Paxton was beginning to worry about Diesel. If he was helping Adagio, what job did she give him that required going back and forth to Canterlot High every day? After the Girls told him about some of Sodor's steam engines hiding out in their World, Paxton began to get a good idea what it could be.

* * *

Diesel purred through the junction barking orders at all the diesels and engineers progressing their jobs much slower than usual. But nobody listened to him. They were too tired to get the job done proper. This frustrated Diesel.

He then spotted Class 40 enter the Dieselworks and stopped just as he did.

"Excuse me," Diesel asserted. "You're suppose to be pulling the Express."

"I'm here for my routine polish. What? You think my buffers stay this naturally shiny all the time?"

His buffers glimmered in the sunlight.

"You don't need your silly buffers polished," Diesel said. "We diesels get the job done no matter how messy we get."

"Not this diesel," Class 40 stated, smugly. "THIS diesel is of a class much more important than yours. And we pride ourselves to display such importance!"

"Is that any way to talk to the head diesel?"

Class 40 scoffed a chuckle. "You? Head diesel?"

"That's right. And I demand some respect!"

"Hah! I'll show you respect."

He surveyed the junction and all the diesel shunters moving at a considerably slow pace. They've been working for hours to repair the derailed diesels. Den, Dart, and everyone else couldn't work any faster if they tried. But Class 40 corrected this, and immediately startled everyone through his blaring horn.

"What is this, amateur hour?! These diesels aren't getting back to their jobs themselves! Director Gisborne did NOT bring a bunch of slow coaches just to lollygag about the yard!"

Den tried objecting. "But-"

"This Instant! Come on! Hop to it!"

Engineers and diesels scurried and hurried about to get their flatbeds delivered on time. Everyone had to forget how tired they were and exert enough energy to get the job moving faster. The Dieselworks hustled and bustled with rushed work once again. Diesel was secretly impressed. But this soon diminished when Class 40 continued speaking to him in his condescending tone.

"You see that? If you want something done your way, you must force dominance on others. Otherwise, no one will take you seriously. Especially a small, silly diesel like yourself."

"Hey!" Diesel shouted.

"And if that doesn't work for whatever, unsurprising reason," Class 40 chuckled. "You can always cheat your way to the top. Easiest trick in the book."

Diesel was still peeved but thought about Class 40's advice the more it started making sense to him. If no one ends up listening to him, Diesel thought of ways he could put himself at the forefront.

The two diesels then heard Sidney the diesel shunter roll up and park next to Diesel and in front of Class 40.

"You there!" Class 40 said.

"Me?" Sidney said.

"Yes, little diesel. Carry me to my polishing station."

"But I have another job to do… I think."

"Ah, but pulling me to my polishing station is your job. Remember?" Class 40 asked, slyly.

"Oh. Ah, yes! Now I remember!" Sidney said, excitedly. "Okay then, boss! I'll take you straight to your polishing station."

Sidney shunted into Class 40 and coupled up to him. Class 40 smirked and flashed his brows at a dumbfounded Diesel while Sidney took him off to his siding. Diesel only stood growling through gritted teeth and seething smoke from his engine.

It wasn't until Adagio Dazzle pulled up next to Diesel that he snapped out of it.

"Isn't there something you should be taking care of, Diesel?" She asked.

Diesel gasped. "Ahh! The Crystal Race! NO! I don't want to be late!"

Honking his horn, Diesel screamed as he scampered off in a hurry. Adagio Dazzle arched a confused brow.

* * *

Over at the Sodor Steamworks, the Girls were just waking up and getting ready to start the day. Sir Topham Hatt and his workmen were already present and getting things organized. One by one, the Girls awoke with weary yawns. Because they were low on fuel, the Girls still felt a little tired from their escapades yesterday. They needed to be refilled with coal and water to get full steam again.

Twilight Sparkle and Sunset Shimmer were already up and refueled. And came back and parked outside the building's entrance to face everyone still wearily waking up.

"So," Spike asked. "What are we doing today?"

"The Same Thing We Do Every Day, Spikey; TRY TO SAVE THE WORLD! With Laughter." Pinkie said ominously before breaking out into a giggle.

"Please tell me it doesn't involve more training," Rarity said. "I need a serious break from all this biffing and bashing and biffing and crashing. It's all too much for my poor buffers!"

"Today's the day, everyone. The day we rescue Edward and Henry!" Twilight said, confidently.

"What?!"

This managed to wake everyone up just a little more.

"Are you sure you girls are ready to be doing such a thing?" Sir Topham Hatt asked.

"Twilight and I talked it over," Sunset Shimmer said, "and we both think every one of us is ready."

"Darn tootin'!" Applejack agreed. "Best get started as early as possible before they're shipped off. I just hope all our trainin' will pay off given how little time we had."

"Those diesels can barely leave a mark on us," Rainbow Dash scoffed. "Now we can search the Island without any of them getting in our way. We're totally ready!"

"I'm not," Fluttershy muttered under her breath.

Rarity giggled. "Let's not dabble any longer, darlings. Edward and Henry are coming home! To our dimension, at least."

But Fluttershy could only whimper quietly to herself. She was afraid of heading out today. How could she help save her friends if her brakes still weren't working? Twilight assured they'd keep on training along the way, but still Fluttershy remained indifferent.

Pinkie Pie was up on an engine hoist when her back buffers slipped off, causing her to summersault back down onto the tracks with a hefty landing.

"Operation Save Henry And Edward Is A Go!" She announced, excitedly.

Just then, a diesel horn caught everyone off guard and alerted.

"'Ello, everyone! Lookie what I brought!"

Paxton the diesel pulled in next to Sunset with five flatbeds coupled up behind him. Each flatbed was loaded with six brown crates with official railway insignia markings and logos. Everyone was relieved and happy to see it was only Paxton. Then their curiosity shifted to his train of cargo boxes.

"Is… Is this the shipment of engine parts I order?" Sir Topham Hatt asked, approached Paxton's shipment with amazement.

"Only half, Sir!" Paxton explained. "They were being unloaded at the Docks. The rest is still on it's way according to the dock manager."

"How did it get here so quick?" Twilight Sparkle asked.

"Guess the other shipments are further away than this one," Sunset said.

"They were going to throw 'em all away too. So, I told the crewmen that I'd take 'em to the scrapyard myself. Only, I didn't!" Paxton chuckled. "I sure fooled them, didn't I?"

Workmen sent over to Paxton's flatbeds and started unloading the crates.

"Good job, Paxton!" Sir Topham Hatt said. "We have just enough parts to keep some of us going for just a little longer."

"Yippie! More Parts For Us To Break… In!" Pinkie Pie corrected before giggling.

"Yeehaw! Didn't I say you'd be better off with us than Diesel?" Applejack complimented. "We're all mighty thankful for this, Paxton."

The rest of the Girls agreed and continued congratulating Paxton on pulling threw for them. Paxton beamed a humble smile. He was proud to be of help, but was still worried about Diesel. He wanted to tell them about his frequent trips to the Magic Railroad, especially after receiving compliments from everyone. But Paxton couldn't bring himself to do so.

The Girls noticed his distress and wondered what was going on.

"Is something wrong, Paxton?" Twilight asked.

Paxton was red in the face. He didn't want to rat out Diesel. But If anyone could help Diesel, perhaps these Girls could do so. But what if they get Diesel into trouble? Paxton knew Diesel being the way he is wasn't his fault. It was the Siren's work, just he was told. He didn't want his new friends to hurt Diesel if this was the case though. Whatever may happen to his friends, Paxton knew he had to help the Girls prevent Adagio's invasion, especially after unknowingly playing a part in furthering her's and Diesel's schemes.

After looking back at everyone waiting to hear something from him, especially from Sir Topham Hatt, Paxton finally felt pressured to spill the beans.

* * *

Later on, Twilight, Sunset and the others traveled down the mainline on their way to Ffarquhar Quarry. Sir Topham Hatt rode with Spike who was still coupled up to Fluttershy. He allowed them to leave the Steamworks under the condition that they avoid running into any accidents. The Girls agreed and tried their best to be careful out on the tracks. Fluttershy, Rainbow Dash an Applejack especially minded their pacing and speed.

After learning what Paxton told them, the Girls knew they had to get Edward and Henry right away, and left without a second thought. The group suspected that Diesel's been sneaking off to Canterlot High in search of Thomas and the other steamies. Especially Sunset, who wouldn't stop insisting that one of them travel back home to see if this was the case.

"I can't believe Diesel's been sneaking off to our world!" Sunset grumbled to herself. "As soon as I see that snide, overgrown, nasally little-"

"Sunset," Twilight reminded. "We promised Paxton we wouldn't hurt him."

"But he's after Thomas and our friends! Don't you see; Gisborne, or the Siren, or whatever, ordered him to kidnap them."

"And how's he gonna do that? Like he's gonna drag them all back by himself?" Rainbow Dash asked, jokingly. "Now that I'd pay to see."

"We'll worry about Diesel later. Right now, we have more important objectives to complete first," Twilight instructed.

"Agreed," Sir Topham Hatt said. "My engines can take care of themselves. They're perfectly safe in your world after all, Right?"

"I guess," Sunset said, doubtfully.

"I don't care what kind of power this Siren has, I know Diesel would never bring severe harm on my engines; no matter how gruff he comes off."

Sunset sighed then smiled. "Right. Okay."

The seven engines came to a stop under a signal gantry.

"Operation Face Off With Devious Diesel Is Adjourned!" Pinkie Pie said, playfully. "Initiating Operation Save Edward & Henry! What's Our First Order Of Business, Commander Twilight?!"

"Fluttershy," Twilight began. "Think you can call those birds again? We'll need them to scout the area."

"No problem!"

Fluttershy used her Geode lantern to signal Mr. and Mrs. Birdie, who flew in and perched on top of her footplate while greeting her with friendly chirps.

"Em, didn't Fluttershy's birds not help much in your search before?" Sir Topham Hatt asked. "Are you sure they can locate my engines this time?"

"We Did Get Duck, Oliver, Toad, Donald & Douglas To Help Our Fueling Problem Because Of Their Confusion At Least!" Pinkie Pie said.

"And gained portable cellphones outta Fluttershy's birds!" Rainbow Dash added.

"They'll be provided with accurate descriptions of which engines in particular we're searching for this time," Rarity assured.

Twilight chimed in. "Having aerial observation in the form of endothermic vertebrates makes for great use of ascertaining pinpoints in an unobtrusive reconnaissance. They'll search from the skies so we won't end up running into any… more-"

Twilight and the others were alarmed when the group heard animal calls that didn't belong to birds.

Everyone looked over to Fluttershy who was now covered from funnel to footplate with various families of woodland animals. Birds, deers, squirrels, ducks, bunnies, chipmunks, foxes and owls stood, laid, and perched themselves all over her engine. There wasn't a single space not covered with a woodland animal happily loitering near Fluttershy and her flowing Geode lantern.

"Uh, Fluttershy," Twilight said.

A few animals cried in many of their callings. Fluttershy was a bit embarrassed but happy to be surrounded by animals who seemed eager to add their support.

"I'm sorry," Fluttershy said. "I did invite Mr. and Mrs. Birdie. But it didn't want the other precious little critters feeling left out."

"So, you invited the whole forest?" Rainbow Dash said.

"This is great, actually," Sunset said. "More animals mean more eyes keeping a look out for us. Good thinking, Fluttershy."

Fluttershy beamed. The animals cheered while Fluttershy adored each and every critter eager to help.

A family of Squirrels stood in front of Spike and gazed at the little purple and green brakevan. Spike glared at the bunch and tried lurching forward multiple times to reach them. But Spike soon remembered that not only was he still coupled up to Fluttershy, but he couldn't chase after them even if he wanted to. The family of squirrels laughed in their chirps.

"Easy now, Spike," Sir Topham Hatt warned. "They're here to help us, remember?"

"Hmph." Spike mopped. "Laugh while you can, Squirrels. If I weren't chained up, I'd be chasing you across the Island!"

* * *

The animals all agreed to help the Girls find Edward and Henry after a brief description before taking off into the woods again. The Signal lights finally allowed the group to continue on their trek. On their way near Thomas' Branchline, Fluttershy saw two birds hover down and chirped alarmingly to her face.

Fluttershy gasped. "Oh, no! We have to stop, now!"

But her warning was to late. Sunset, Twilight and the rest were already chuffing towards three diesels from a head of the line.

One of these diesels approaching Sunset, Twilight, and Fluttershy was BoCo. Next to him were two BR 11001 diesel shunters, Dennis & Norman. They were charging fast as they had not spotted the group of steam engines yet. Everyone but Fluttershy applied their brakes. Twilight called out for Fluttershy and Spike to stop but they couldn't. Fluttershy was afraid. She kept nearing BoCo, Norman and Dennis, who quickly applied their brakes upon seeing the little engine speeding after them. Spike tried keeping them from colliding, but only managed to have her front buffer gently biff against Norman's. Both groups had stopped merely inches from colliding into one another.

Twilight Sparkle, Sunset Shimmer and Fluttershy stood face to face against BoCo and the two diesel shunters, who soon scowled at the group upon realizing who they were.

"Hey!" BoCo leered. "You're the rogue steamies sending diesels off the tracks!"

"BoCo?" Sir Topham Hatt said. "Is that you?"

"Sir Topham Hatt!" BoCo boomed. "I should've known you were behind this. Wait until Mr. Gisborne hears about what you've been up to."

"You don't understand, BoCo, Mr. Gisborne is under someone else's control just as you are."

"Mr. Gisborne wants you all off his Railway. We ask that you and your steamies stand down and leave Sodor forever."

"Or what?" Sunset Shimmer retorted, bravely.

"Or we'll escort you to the smelters ourselves with those other two steamies," BoCo threatened.

Twilight Sparkle was alerted. "Other steamies? You mean Edward and Henry?! You know where they are?"

BoCo scorned. "I do. But don't expect any disclosure on their whereabouts. Your little operation here is finished. Time to surrender."

The Girls, looking unimpressed, simply waited until Twilight gave the word.

"Girls," She said. "You know the drill."

And on that, everyone charged and began biffing and bashing back at BoCo, Norman and Dennis.

* * *

It didn't take much to overwhelm the three, but the three diesels soon recovered and made haste once the Girls saw a chance to flee. They circled the group around the mainline, chasing after one another until Twilight and her friends gained the upper hand and managed to biff Norman and Dennis off their tracks when Sunset and Applejack were dangerously cornered with no way out. BoCo chased after the Girls until they all found themselves puffing down Thomas' Branchline. Their paths were a bit condensed with not much room for track, but everyone still managed to evade BoCo's pursuit for the most part. They pushed and jerked and biffed one another, all while on lookers at nearby stations scratched their heads over the group of steam engines and diesel engine chasing one another.

At last, BoCo found that he couldn't take on everyone by himself and decided to stand down. He stood with a few scuffs around his engine surrounded by The Girls who stopped and parked in front of him.

"Hopefully that'll finally teach y'all not to mess with us," Applejack said.

Each of the Girls taunted him as well after feeling victorious. BoCo simply glared daggers while feeling disgraced.

"No more running," Twilight threatened. "Tell us where our friends are!"

"Like I'd ever tell it to a bunch of weak steamies."

"You mean the weak steamies who made due of seamlessly dealing with your fellow diesels?" Rarity said, insulted.

Sunset tried approaching BoCo to connect with his buffers and use her Geode lantern on him. But every time she got near him, BoCo simply biffed Sunset back, barely giving her enough time to tap into his vision. Sir Topham Hatt leaned out and looked over the diesel with concern. He didn't like the Girl's resorting to this kind of retaliation and felt sorry for him. But BoCo only glared at his former controller.

"I can't imagine how disappointed the Railway Company must be," He scorned to Sir Topham. "You bring shame to all Railway Controllers. All this, so you can have your Railway back? Think about that the next time you send another steamie to do your dirty work."

And on that, BoCo blew his horn and scurried off.

Sir Topham Hatt leaned on his back and exhaled a sorrowful sigh with hands buried in his face. He knew all their efforts would eventually everything gone awry, but Sir Topham Hatt felt terrible for braking so many rules. What _would_ the Railway Company say about this, about his actions against Gerard Gisborne? He didn't know, and didn't want to; for it only made him feel worse.

The Girls felt sorry for Sir Topham Hatt. They didn't quite know what to say. So, Twilight, sharing looks with Sunset, thought of an idea to hopefully make their plan of action that much easier.

BoCo hurried to the Dieselworks to tell Adagio about the steam engines before suddenly stopping. To his surprise, a cloud of green, sparkling mist began form, and streamed over to the skies in a collective batch. BoCo was confused by this. He'd never seen this happen before.

* * *

The Girls found themselves at Ffarquhar Quarry where Mavis the Quarry Diesel was working. She spotted her friends entering the quarry and panicked a little.

"No, no!"

Mavis hurried over to the single road shed where Bill & Ben were being kept. Bill spotted the Girls entering the yard through their door and eagerly pushed it open for him and his twin Ben to puff out.

"Hey, Bill!" Ben chuckled. "The magic engines are back again."

"Ah, are they?" Bill chuckled too. "Did they bring any new magic tricks with them?"

"Probably a kitty cat turned into a truck to go along with the brakevan dog."

The two kept laughing and throwing jokes until they spotted Mavis reversing into them. Mavis quickly biffed Bill back into the shed, who then bumped into Ben upon doing so and staggered both engines.

"Mavis?!" Bill said. "What're you-"

"Not now, you two!" Mavis informed.

"But it's only those weird magic girls," Ben said.

"Not with _him_ around!"

"Is everything alright, Mavis?" Twilight Sparkle asked.

Surprised, Mavis looked over and saw the Girls had already parked near the shed and were each gave her weird looks. Twilight was parked in front of Mavis and her shed while Sunset parked beside Applejack and behind Pinkie Pie. Fluttershy and Spike stood next to Rarity with Rainbow Dash parked behind. Pinkie Pie was happy to see Bill & Ben again.

"Hi, Bill! Hi, Ben!" She exclaimed while whistling. "I Know You're Still Hiding In Mavis' Shed!"

A frantic Mavis tried to shush her but Pinkie Pie kept yelling and blowing her whistle in excitement, which echoed all across the cavern for almost anyone nearby to hear. Bill & Ben pushed against Mavis, giving her a bit of a jolt, and emerged from the shed to face everyone.

"Oh, hello, Pinkie!" Ben said. "Look Bill, it's that witch engine that faked us out days ago."

"I remember, Ben," Bill said, irritably. "It was rather funny. Even though I haven't the slightest idea how she done it."

"I Can Teach It To You Some Time!" She suggested. "Though It's Not As Easy As It Looks."

"Bill & Ben?" Sir Topham Hatt said, leaning out from Spike. "You're still on Sodor as well?"

"Sir?!" Both said aloud. "What're you doing with them?"

"Shhh!" Mavis hissed. "Now's not the time! You girls really shouldn't be here!"

"But we need your help!" Twilight said. "You're the only other diesel we can trust."

"We thought you'd wanna know that we also ran into yer old pal BoCo on the way," Applejack said.

Mavis was shocked. Even Bill & Ben were surprised. Sir Topham Hatt was still shamed from BoCo's comments and only hung his head. Sunset shared a concerned look with Twilight.

"I'm sorry, Mavis. He really is completely under her control," Sunset confirmed, sympathetically.

"Oh, deer," Mavis sighed is dismay. "I secretly hoped I was wrong. He didn't hurt you, did he?"

"We scared him off more like," Rarity said.

"You girls scared off BoCo?" Ben asked with a scoff. "Nothing scares BoCo."

"Did he infect you all with his diseasel?" Bill teased.

"Enough, you two!" Mavis insisted. "Girls, I'd love to help, I do, but we can't discuss this here. Sir, you have to get them out."

Everyone wondered what's gotten Mavis so paranoid, until they heard faint engine revving.

Whistling to himself, Derek was blissfully pulling a train of empty trucks when he came upon the group of steam engines. The Girls were alerted to the approaching diesel and stood their ground in case they needed to fight back. But Derek only grew more nervous from counting the number of steamies just casually parked in the middle of the quarry and staring him down with glaring focus. What were they doing here? Why were they here?

He stopped underneath the two-road shed while stuttering and stammering with incomplete wording.

"Haachiba! Wha-what? W-What are they doing here?!"

"Derek, calm down," Mavis assured. "They're friends."

"B-b-but… they're not allowed on Sodor. No steam engine is. We have to tell someone."

"In your dreams, evil diesel!" Rainbow Dash said, hissing steam. "I'll send you packing before you can tell anyone."

"No, don't!" Ben said.

"Derek's our friend too!" Bill said.

"Bill & Ben too?!" Derek panicked. "How many of you are there?!"

"Oh, deer," Mavis rolled her eyes.

Things were getting out of control. The confusion over Mavis hiding Bill & Ben and casually talking with the trouble making steam engines was too much for Derek. What would Gisborne or the other diesels say if they knew about this? Derek didn't know how to handle them. He wanted to turn them in but didn't have the courage to do so. Then, his cooling system began to gargle and cough.

"… Uh-oh."

The Girls didn't know what was causing these strange noises until they looked over Derek and his jittering engine, which stalled to a complete pop. Thick, black smoke billowed out from his back-exhaust engine. Derek's face was now green all over.

Mavis sighed in frustration. "And this is what I was trying to avoid."

Everyone looked at each other and realized what she meant. His bellowing smoke reeked of burning oil.

"Hoh!" Derek moaned. "There goes my engine again. That's the fifth time this week."

"I told you not to panic if you happen to run into any of them, Derek," Mavis said.

"That was before I knew you were cahooting with the rogue steamies."

"Egh!" Rarity said. "Having fingers to plug this retched stench would be much obliged right about now."

This didn't make Derek feel great about his breakdown. He appeared greatly upset, enough for Fluttershy to take notice and show deep concern for.

"Oh, you poor thing. Are you okay?"

Fluttershy slowly chuffed over to a downcast Derek even though everyone urged her to stay away. Despite Derek's immobility, the Girl's weren't comfortable seeing Fluttershy approach this random diesel like some injured animal.

"Fluttershy, Stay Away! Don't Catch His Diseasel!" Pinkie Pie said.

"Want us to handle him, Mavis?" Applejack asked.

"No, it's okay," She said. "Derek's no harm to us."

"Not like he's going anywhere, anyways," Sunset commented.

Derek took offence to their comments. Spike couldn't stop Fluttershy from approaching him even as she gently biffed against his buffers.

"What's wrong with your engine, Derek?"

He shied away. "I-I have teething troubles."

"That's Weird," Pinkie Pie said. "Usually I Don't Cough Icky Black Smoke Whenever I Have A Tooth Ache."

"No, it means my cooling system isn't working. It overheats whenever I push myself too much or get, well, you know."

"Ah, typical Derek," Ben teased.

"Always breaking down," Bill added.

"Is there anyway it can be fixed?" Fluttershy asked. "Maybe there's something we can do to help."

"I'd have to be taken to the Dieselworks for repairs. Only they can prolong my next breakdown." Derek felt something suspicious from this small steamie. "Say, why does a steamie like you wanna help me anyway?"

Fluttershy beamed, "You look like you could really use it. It shouldn't matter what engine we are either. I'm happy to make sure you're better again. Especially seeing how troubling this must be. No one should have to go through this kind of breakdown alone."

"Really? But I was maybe, sorta... a-about gonna turn you over."

"Do you still want to?"

Derek looked over to Bill & Ben and their worried glances, then back at Fluttershy and her innocent smile. He wasn't going to say anything about Bill & Ben, but still felt a necessity to report sightings of her group at once. But seeing how friendly this engine was made him second guess himself.

"Uh. I-I guess not." He didn't know what to feel, but was grateful either way. "Um, thanks, small steamie."

"Oh," She giggled. "You can just call me Fluttershy."

Derek smiled back. He honestly didn't know how to react to her kindness at first. But seeing her willingness to help a diesel that her friends accused of being evil made him feel special somehow. Derek knew he shouldn't be confiding with steamies, especially the ones causing trouble, but who was he to denounce Fluttershy and her kindness.

But then, his eyes widened upon repeating her name back to himself. Where did he hear that name before? There was something about its oddness that sounded so recently familiar.

"Fluttershy? Your name is… Fluttershy?"

"Mmm-Hmm."

"Yeah, yeah, we get it," Rainbow Dash said, rolling her eyes. "Our names are weird and yours is apparently 'normal'."

"It's just that, well, Henry said something about a Fluttershy. Are you her?"

Fluttershy gasped with widened eyes.

"Henry?" Everyone else but Derek exclaimed at once.

"You know Henry?" She asked.

"Uh, sorta?"

"And you've spoken to him recently, Derek?!" Sir Topham Hatt said.

"Well, yeah. I see him and this blue engine over at the Dieselworks all the-" Derek soon stopped himself from saying anymore. "... Uh-oh."

This made the Girls nearly jump in their wheels. At last, they finally had their first lead on Henry since their arrival. Derek was a bit startled even when he looked over everyone and their urgent expressions. The Girls wanted to know how this came about and where he saw Henry.

"Henry's at the Dieselworks?!" Fluttershy beamed.

"Along with Edward!" Twilight said. "We did! We know where they are."

The Girls cheered and whistled in excitement. This was the first good news they've had in a while. Even Mavis, Bill & Ben joined in.

"Thank you so much, Derek," Fluttershy said, kindly. "We've been looking for them for quite a while."

"No, no, no! I shouldn't have told you that."

"It's okay, Derek" Mavis assured again. "Two engines are going to be saved thanks to you."

"Look at Derek accidentally aiding their little resistance," Bill teased. "Eh, Ben?"

"Quite right, Bill. Welcome to the anti magic diesel club, Derek!"

The two twins laughed but Derek was red in the face with shame. He had just disclosed Edward and Henry's location to the steam engines Gisborne had labelled unwelcomed guest. This bit of information really did unintentionally aid their search. What would Gisborne or any of the other diesels say about this? They wouldn't classify him as a real diesel now.

"So, they were keeping them at a dieselworks?" Twilight Sparkle pondered. "Guess it would be the most difficult place to escape from."

"The Dieselworks is also where the Siren's hiding," Sunset Shimmer said. "I saw her there through Diesel's vision last time."

"Too bad she ain't gonna make breakin' 'em out any easier," Applejack said.

"Especially Since The Diesels We've Fought Are Now ALL Waiting At The Dieselworks To Get Revenge On Us For Being Humiliated By A Bunch Of Steamie Beanies, And Make Sure It Never Happens Again!" Pinkie Squeed.

The Girls shared looks of concern and fear. This aspect was in deed going to make their rescue attempt much more difficult. They couldn't just puff in and grab them without going through a cuffuffle.

"Not gonna lie," Spike said. "I was with everyone up until the 'diesels wanting revenge' speech."

"Who cares how many are after us!" Rainbow Dash said. "I say bring 'em on! Nothing's stopping us from springing our friends out!"

"Please, you can't tell anyone what I told you," Derek said, sincerely. "I don't want any diesel thinking me a traitor. What they already think of me is bad enough."

"I'm sorry, Derek," Sir Topham Hatt shook his head. "But we need to rescue them, urgently."

Derek looked downcast again until Fluttershy spoke sweetly.

"And you wouldn't be a traitor, Derek. You'd actually be helping us rescue diesels from the Siren's control."

Mavis chuckled as she purred forward. "And I may know just how to pull this off!"

* * *

At last, BoCo arrived at the Vicarstown Dieselworks and rolled across the busy junction straight into the main building. He parked in front of the elevating turntable and called out to Adagio Dazzle.

"Hey, you! Gisborne's engine."

Adagio emerged from the shadow and into the overhead light on top the platform.

"Just Adagio will suffice," She corrected with disdain.

"Sir Topham Hatt!" BoCo panted to get out. "He's got a whole group of steamies! They're causing all our accidents, with weird powers, trying to find Edward and Henry!"

Adagio grimaced over to her left and thought to herself. She knew that the steam engines running a muck on Sodor were Sunset Shimmer and her friends. But she also hoped that they weren't close to interfering with her plans. Adagio only needed the Girls for one thing only, and hearing they were on the look out for Edward and Henry made her worry a bit.

Meanwhile, Edward and Henry were still sitting in the same spots under the smelting warehouse collecting dust. The loud foundry noises clanging and casting in the background weren't comforting to the two engines.

After delivering his warning to Adagio, BoCo had arrived to pick up a flatbed with diesel parts to fix up a few dents he received earlier. Edward saw BoCo approaching the warehouse and giving him dirty looks on the way. Edward did the same before deciding against resorting to such after feeling ashamed for doing so. It didn't feel right having bad thoughts about an old friend.

"So, you're still here, huh?" He asked, rudely. "Thought you'd be gone and out of the way already."

"Sorry to disappoint you, BoCo," Henry fired back.

"Whatever. If you weren't taking up so much space, half of us would be back to work by now."

"BoCo," Edward tried to reach out. "You don't honestly mean all of that, do you?"

"I have important work on this Railway and no steamie's gonna hold me back. You and your kind have done enough of that to this Railway already."

"But we're your friends, BoCo," He said, sincerely. "We always have. Don't you remember?"

BoCo shied away and remained focused on his flatbed while thinking to himself. He felt a sharp pain in his head after hearing Edward's plea. And the pain intensified the more memories of him and Edward riffle through his thoughts.

"Please, don't be like this," Edward pleaded. "You can fight the Siren's influence. Don't turn your backs on us now. Not when we really need a friend."

But the pain stopped only when BoCo continued his resentment over his former friends.

"The days of steam are done, Edward. And my only concern is with my own kind. It's our time to move on without any you."

BoCo blew his horn and took off to get mended. Edward looked downcast. BoCo's mind had been completely warped. This was too much for him to accept.

"Oh, I'm so sorry, Edward," Henry said, feeling bad for him.

"BoCo used to be such a nice diesel," Edward said, reflecting. "Now he's just as aggressive and cold as Diesel."

"I really do hope Fluttershy and the others come for us soon."

"I wouldn't count on it if I were you," called a voice from afar.

The two engines were surprised when they looked across the yard and saw Adagio Dazzle chuffing up to and rolling onto Edward's line.

Suddenly, Edward's magic tracker began beeping and blinking a pink light within his cab again the closer Adagio got. An engineer, annoyed with the repetitive beeping, climbed into Edwards cab and fiddled with the controls until the beeping stopped. The beeping and blinking light diminished right as Adagio parked in front of the two engines with a devious smile. She was accompanied by two diesel two diesel locomotives who parked nearby.

Henry was nervous while Edward tried putting on a brave face.

"Looks like your friends finally made it to this puny world," Adagio smirked. "Already they've been causing quite the racket. They really do have a knack for stirring up conflict, don't they?"

"What do you mean?" Henry asked.

"Which group of friends do you know that can conquer unpredictable magic when they all get together?"

Edward's eyes widened after realizing which group of friends she meant.

"Twilight! Henry, our friends from Canterlot High are here!"

"They did come to rescue us!" Henry said, beaming with hope. "Hooray!"

"Don't get your hopes up," Adagio taunted. "They've no doubt arranged to reunite you with those other pathetic steamies. That's not going to happen on my watch."

"We'll see about that!" Edward argued.

"Fluttershy will free us," Henry agreed. "And our friends will join together again to put a stop to all this."

"Nothing can prevent what's coming, not with both your groups finally separated. Those girls are now providing me magic while your little train friends hide like cowards back in their dimension."

"Thomas and the others are no cowards when it comes to the likes of you," Edward defended.

A few diesels nearby overheard this and laughed in condescending cackles. Even some of the engineers broke out into an unsettling laughter over their claims. Henry and Edward looked at each other, a little uncomfortable with everyone's teasing. It was clear Adagio wasn't impressed or intimidated by their claims either and enjoyed taunting their clueless state.

"A bunch of trains can't be that special if they're unable to retaliate my reign on their own whims. They need 'friendship' to conjure magic. Quite sad if that's their only means."

"Why are you even telling us this is what I wanna know," Henry asked, losing patience.

"Because any hope of a reunion is pointless. My magic grows stronger with each passing day, and I have Sunset Shimmer and her friends to thank for it."

"But they're not even arguing. Sunset told us you only use conflict to power your gem."

Adagio chuckled. "Do you really expect an accurate depiction of my full extent from human scum like her?"

"Then why do you need their magic if you can't get them to argue?" Edward asked.

"There's more than one way to manifest conflict. But this world's magic is more complicated than Canterlot High's. Since my voice can't yet charm every inhabitant, I discovered that a more physical approach is required."

Edward and Henry shared worried glances while connecting the dots.

"In the long run; every diesel that's sent back to this dump after a physical confrontation is another dish of conflict adding strength to my voice."

"You mean," Edward began. "So long as our friends keep fighting back against the diesels-"

"The more their interference will create enough negative energy to restore my pendant back to it's true Equestrian magic!" Adagio creased a sinister grin.

Henry and Edward were shocked. Twilight and their friend's efforts to save them by fighting back against diesels was only making Adagio stronger with each diesel that's thrown off the tracks. Edward knew he needed to tell them this. But he couldn't. Neither him or Henry had any fuel to move, let alone escape themselves.

Then the two engines looked to the sky and saw clouds of sparkling green mist floating over towards their vicinity. Adagio's pure red lantern glistened as it sensed its incoming power.

"Speaking of which." Adagio said before closing her eyes.

The green mist flowed into Adagio's lantern, filling it with all the physical and negative encounters the Girls have been conquering earlier this day. When at last the lantern was filled from their recent brawl, Adagio Dazzle opened her eyes again and smirked a devilish grin.

"I can already taste the fresh batch they've delivered."

Adagio's laugh quietly and slowly echoed into a cackle. She reversed backwards down the line, leaving Edward and Henry speechless and afraid of her increasing power and unsettling, sinister cackle.

* * *

 **To Be Continued.**


	20. Chapter 19: ACADECA

**Synopsis: It's time for Thomas and his friends to compete in the Academic Decathlon! Will all their last minute studying pay off, or will Diesel and the Shadowbolts sweep a win from the Wondercolts?  
**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 19: ACADECA**

"Welcome back to the Crystal Race!" Principal Cadance announced.

Students and faculty from both Crystal Prep Academy and Canterlot High School cheered and applauded from their own stadium bleachers surrounding CPA's soccer field. They were set up to face each other while also able to view the event through three, large televised monitors stationed within the middle. Everyone was excited for the event.

Cadance continued. "Today, our contestants will be competing in an academic decathlon, where students who display an advanced knowledge in each academic curriculum will earn a point for their team."

"The academic decathlon is the most important event in my opinion," Shining Armor said. "Our donors will see CPA and CHS students excel in fields of chemistry, algebra, and carpentry, just to name a few."

"Agreed! I'm looking forward to seeing everyone witness a shinning example of just how far advanced studying can go."

"And we look forward to seeing what surprises both teams have in store for us today."

One of the large monitors flashed on and the Shadowbolts appeared on screen from a classroom, which was being broadcasted from inside the school. Another monitor flashed on revealing the Wondercolts in the same room. CPS students cheered for the Shadowbolts while CHS students politely cheered for Thomas and his friends.

Diesel and the Shadowbolts stood proud and confident, not even looking remotely avid. Thomas and the Wondercolts ranged from different stances. Gordon and James were showing off for the camera while the others remained quite but happy to be participating.

"The Wondercolts still hold an early lead after yesterday's event," Cadance announced.

"And the Shadowbolts will have to step up their game in order to surpass the other team," Shining Armor added.

"Which won't be a problem for today's event. But the question on everyone's mind from both sides are whether these new Wondercolts can uphold a consistent winning streak."

"Or will the decathlon be the rock in their road that throttles our Shadowbolts to the top?"

* * *

Back inside the school itself, The Wondercolts and Shadowbolts were in a science room standing across from one another. Three cameramen stood on the sidelines so as to broadcast the event for everyone out in the bleachers to watch. There were also several teachers present in the room to make sure each contestant had the tools, and instruct safety procedures to compete without running into any accidents while woodworking and conducting chemical compartments.

While both teams waited to begin, they took part in back talking one another over who would win today's race.

"Let's see how well you manage to weasel your way through the decathlon," Sour Sweet boasted with crossed arms.

"Good luck, steamies!" Diesel chuckled in his nasally chortle.

The Engines all glared at Diesel and the Shadowbolts all pompously taunting them from across the room. But while both teams budded heads, Lemon Zest saw Percy and waved happily at him while clutching her headphones. Percy saw this and made sure his friends weren't looking before bashfully doing the same. He puts on the headsets Lemon Zest gave him and beamed when he heard her rock music play.

Just then, Juniper Montage came barging through the door with a giant grin on her face.

"You guys won't believe it!" She said. "Everyone from Canterlot High came out to cheer you on!"

Thomas and the others were amazed.

"Hey!" the teacher said. "Only official team members allowed during the event!"

"It's okay!" She had to think of a quick excuse. "I'm… their personal trainer!"

"You're their instructor?" Sunny Flare scoffed.

"Yes!" Juniper said, proudly. "Just here to give some last-minute advice for my team."

"You've got a minute before we go live again," The teacher advised.

The Engines dared not object despite their confusion. Juniper then eagerly approached her friends.

Earlier, Thomas, Emily and the rest showed concern about the Academic Decathlon since learning what was required of them in order to win. They didn't want to look foolish in front of Canterlot High and the Shadowbolts. The group knew next to nothing about academic curriculums. Luckily, Juniper Montage stepped up and volunteered to teach the Engines a few basic and key points to each field they'd be working in.

All morning until the afternoon, they spent learning everything they could about science, math, carpentry, and bakery. Juniper went through each area with each engine step by step to give them a better understanding of how and what they'll need to do to perfect. Each engine practiced in different fields they were comfortable with but even this didn't seem to help much.

The rigorous training was tough for the Engines to learn on the spot, but some showed vast signs that proved they at least understood each component. Some also found it too frustrating and were unable to complete it properly. Just as they thought of quitting and accepting loss, the Engines kept at it thanks to Thomas' and Juniper's encouragement, who were beginning to see potential in their improvements. The Engines didn't have time to actually practice each class, however. But still Juniper tried her best to get everyone caught up.

"Alright," Juniper began. "Now the Wondercolts don't necessarily have to win today's game. You just need to earn enough points to at least bypass the Shadowbolts in tomorrow's event."

"But we don't wanna look like fools in front of everyone either, Juniper," James said.

"Too late," Indigo Zap snickered.

Her and the others snickered as well.

"The point of this race is to fund better schooling," Toby said. "Won't it look bad on our part if we don't represent that?"

"Not if we work together," Thomas said. "We'll get through today's event by doing just that."

"And Principal Cadance will see us showing sportsmanship just like we said," Emily said.

"It's already making the Shadowbolts look bad from the sound of it," Gordon teased.

Some of the Shadowbolts overheard this and shied away in shame. They remembered Principal Cadance scolding them about sportsmanship and tried reserving any urge to talk back against. Bickering and arguing among each other alone resulted in Diesel self-appointing himself as their new leader because of it.

"We have Juniper to thank for keeping us up to date on all this school work," Thomas said. "So, let's not have it all go to waste."

Juniper beamed a bashful smile.

"Alright," Called the instructor. "Wondercolts, Shadowbolts, you're up!"

"Remember," Juniper continued. "All you gotta do is follow instructions and apply whatever makes sense to you. Including but not limited to; solving quadratic formulas, record accurate reactions from elements and compounds composed of atoms, molecules, ions and their composition, structure, properties, behavior, and the changes they undergo with other substances."

The Engines all blinked with perplexity. But Juniper was still beaming with determination.

"In other words; Fake it till you make it!"

* * *

[Appearing one by one, _The Engines stood in blue backdrop and took steps forward while snapping their fingers._ ]

 **Thomas & Wondercolts**: "Ho! We're here take you down."

"We're here take you down!"

[ _Thomas took the lead with Percy and Emily on his left, James and Toby on his right, and Gordon taking up the middle._ ]

"We're here take you down!"

"Take you down!"

[ _Then the Shadowbolts appear one by one in a purple backdrop. Diesel led the gang with Sour Sweet and Sunny Flare to his right, Sugarcoat and Indigo zap to his left, and Lemon Zest in the back._ ]

 **Diesel & Shadowbolts:** "We're gonna to take you out."

"Oh oh!"  
"We're gonna to take you out."

[ _Thomas and his unnerved friends stepped back the closer the Shadowbolts got while snapping their fingers._ ]

"Aw aw!"  
"We're gonna to take you out!"

"Take you out!"

The first leg of the academic decathlon was in science. Shadowbolts were stationed at a lab table on one side of the room and the Wondercolts sat at a lab station of their own.

Both teams had to follow a set of instructions and preform chemical reactions in a very specific order with very specific ingredients. Judges held their clipboards and stood by the sidelines, often taking notes while observing the two teams at work.

[ _ **Wondercolts:**_ _"We're not about to let you win, so get out of our way. Think we're out of date, but we're here to stay."_ ]

Every Shadowbolt but Diesel excelled at completing their assignment, which the Judges were easily impressed by. However, several loud explosions alerted everyone over to the Wondercolt's table. Thomas and nearly all his friends were covered in black powdery residue with a hint of green mixed in. Glass shards and other liquids laid everywhere over a blast radius, and covered the entire station.

[" _United strong and we'll take you down. You're not so tough, even in your town."_ ]

The Engines grinned innocent smiles despite their embarrassment. All the Shadowbolts laughed while the teachers shook their heads. Next they moved on to Baking, an area the Shadowbolts, especially Diesel, were admittedly weak at.

[ _"All of the times you said we're slow are irrelevant claims 'cause we're bringin' in more!"_

The Judges taking notes disapproved of their cattery and how they tasted after taking samples, especially from Wondercolts, who's cupcakes and cakes ushered them to wash the lackluster taste out.

[ _"We can smell your fear. We can see you shake."_ ]

Some of their baked goods were presentable with little to no flare or decoration added. Each dish was simple and small, and tasted either too bitter, dry, or sweet. It seemed neither team would earn a point. The teachers then took a bite out of Toby's gourmet pie, and nearly jumped from their shoes with joy.

[ _"Hope you got enough steam 'cause you're running on fumes!"_ ]

Amazed by Toby's hidden talent, the Engines all ran up and congratulated their friend for earning the Wondercolts a point.

[ **Wondercolts:** _"You've got nothin' on us,"_

" _Na, na, na-na-na, na!"_ ]

The Engines all stood in a blue backdrop again, this time with a large, brightly blue and yellow neon Wondercolts logo appearing above them.

"Let's go, Wondercolts!"

Back in the room, the teachers happily took down notes while eating out of Toby's pie. Thomas looked over to the glaring Shadowbolts and gave Sour Sweet a sassy, confident smirk. This frustrated Sour Sweet and her grinding teeth to no end.

[ _"You've got nothin' on us,"_

" _Na, na, na-na-na, na!"_ ]

She was too fumed to respond and stormed off with a red face and smoke steaming from her ears.

[ _"Let's go, Wondercolts!"_ ]

Both teams were now in shop class and expected to fabricate objects made out of wood with either their hands, tools or powered machine tools. Once again, each Shadowbolt, except Diesel, crafted brilliant creations that blew away the judges.

[ **Shadowbolts:** _"Talk a little too much for a bunch of freaks and geeks. Maybe you should just stop before it gets any worse."]_

Thomas and the others, however, had crafts that barely held together and fell apart piece by piece with one gust of wind whooshing by. It was clear they didn't construct their creations properly. The Judges were not impressed to say the least.

[ _"We are Crystal Prep High and we have a reputation. Every little moment is about our education."_ ]

Within a purple backdrop, Diesel and The Shadowbolts closed in on the Engines, who were stepping back from the incoming group. They continued closing in with arms behind backs and smirks galore.

"Put your ear to the rear."

"Listen to what's near."

"It's a failing engine,"

"And it's about to breakdown!"  
"Breakdown!"

[ _The frightened Engines backed away until they found themselves cornered against a wall with the Shadowbolts leering over them.]_

"About to breakdown."  
"Breakdown."

 **Diesel:** "Hit the ground."

All through out the Decathlon, the Shadowbolts kept on sweeping another win from the Wondercolts with flawless fashion. Thomas and his friends could barely keep up and found themselves falling behind with each curriculum.

[ **Shadowbolts:** _"You've got nothin' on us,"_

" _Na, na, na-na-na, na!"_ ]

The Shadowbolts stood in a purple backdrop and posed proudly while a violet and pink Shadowbolt logo shined brightly above them.

"Let's go, Shadowbolts!"

Now it was Sour Sweet's turn to gloat. She looked over at Thomas and gave him a smug smirk. Thomas could only stare back angrily with crossed arms. He could not stand her fixated smugness one bit.

[ _"You've got nothin' on us,"_

" _Na, na, na-na-na, na!"_ ]

No matter how irritated Thomas or the Wondercolts appeared, Sour Sweet, Diesel, and the other Shadowbolts only relished in his frustration and chuckled over their evaporated lead.

[ _"Let's go, Shadowbolts!"_ ]

The Wondercolts and Shadowbolts now had to preform at a spelling bee. The Engines didn't think this round would be too difficult, until realizing it was being held on a stage in front of both their schools. A small stage was set up outside in Crystal Prep's soccer field where the audience watching their games was seated.

The Engines didn't have time to worry despite pressing fears of going up on stage and perfectly attempt to spell out a word in front of the many on lookers.

[ **Wondercolts:** _"Pressure's on 'cause now we're gonna beat you."_

" _Step aside, it's time that we defeat you."_ ]

Each Wondercolt took their turn going up and standing in front of a microphone. Percy, Gordon, James, Emily, Toby than Thomas were each eliminated as soon as they spelled a word incorrectly.

[ _"Cry yourself to sleep 'cause you're about to go,"_

" _Down, down, down, down!"_ ]

The Shadowbolts were up next and weren't intimidated by the large crowd at all. Everyone except Diesel, who immediately plucked up confidence after receiving suspicious brows from Sour Sweet and the others.

[ **Shadowbolts:** _"Pressure's on, you know we're gonna take you."_

" _Just give up before we have to break you."_ ]

Diesel tried spelling out 'oxymoron' but immediately got it wrong. Sour Sweet went up next, then Lemon Zest, Sunny Flare, Indigo Zap, and ending off with Sugarcoat yawning with boredom.

[ _"Wonderflakes are fake, you're about to go,"_

" _Down, down, down, down!"_ ]

Both groups had now reached the final round of the Decathlon; the elimination equation, which was being held on the same stage. Principal Cadance and Shining Armor were now on stage with their headsets on and waiting for the chosen contestants to step up and participate.

[ _Thomas marched up the flight of steps with his friends cheering him on as he reached the top._ ]

 **Wondercolts:** "Take it up to the top 'cause we've got what it takes."

[ _Diesel stepped confidently up the stairs with the Shadowbolts firing back at their opponents all the while._ ]

 **Shadowbolts:** "Maybe you should just quit 'cause you're not going far."

[ _Thomas and Diesel stood face to face and exchanged determined scowls before turning and facing two giant chalkboards stationed in front of them._ ]

 **Everyone:** "We believe in ourselves and we're not backing down."

"'Cause we're not gonna stop!"

* * *

Thomas stared at the tall chalkboard with dread. He had to solve a mathematical equation, one too massive for him to even comprehend. There was no way he could do this. But Thomas wasn't about to give up. The least he knew he could do was try.

Diesel saw his nervousness showing and taunted him from across the stage.

"Not looking so good for the Wondercolts, is it Thomas?" Diesel smirked. "Such a shame you steamies haven't been keeping up as much as you claimed."

"Don't act like you've been earning _them_ points either, Diesel," Thomas refuted.

Diesel's grin slowly faded. He knew looking up at the chalk board that even he too had no idea what to do. This was just as far beyond his understanding as it was with the steamies. But he couldn't let Thomas know that.

"If both contestants are ready," Principal Cadance announced.

Thomas and Diesel gulped and begin drawing their answers. Everyone watched with fixated attention.

* * *

 **Everyone:** "Can they do it? Will they make it? Who will win it? Who will take it?"

[ _Thomas solved the problem the best he could. Diesel did the same, already beginning to drip sweat from his forehead. Both the Wondercolts and Shadowbolts were tensed._ ]

"Can they do it? Who will take it? Did they win it? Did they make it?"

[ _Soon, the tension was dwindled once the Judges, Shining Armor, Cadance, and even the Shadowbolts examined their equations with questioning brows. Students and faculty weren't aware of what was being written, however, and continued griping their heads in anticipation._ ]

"Who's the winner? Who's the reject?"

"How did they answer?!"

Finally, after both Thomas and Diesel finished, Principal Cadance looked over their equations and announced which was incorrect.

"Um, Incorrect," Cadance said, respectfully.

The audience on both sides held their gaping jaws open. Diesel looked to Thomas who could only shrug with arms thrown up.

"Wait, which one's incorrect?" Diesel asked.

"Both of you," Shining Armor said. "By a long shot."

Everyone else soon looked over their boards. Both Thomas' and Diesel's equation were nothing but a few random, disorganized scribbles with numbers placed in random spots to mimic symbols and their proper placement, but were really all over the place. The crowd murmured aloud. The Shadowbolts were shaking their heads and face palming with disappointment.

* * *

The Judges tallied up the score and disclosed it with Principal Cadance before she announced the winners.

"The score from each round's tallied 1 to 5. The Shadowbolts are today's winners!"

Crystal Prep students up on the stadium bleachers broke into an applause with clapping hands echoing the field. Canterlot High students, on the other hand, sat and jeered at their representing team with nothing but disappointment. The judgement being received from Canterlot High was enough to make Thomas and the Engines feel just as silly as they looked. Thomas looked at his board and even he knew it didn't look right.

"The Shadowbolts have taken back their lead from the Wondercolts," Shining Armor announced. "Now we'll just have to see how long they can keep themselves from falling behind again. But given today's questionable display, I'd say it won't take much."

"Perhaps the Wondercolts can still bounce back when we begin tomorrow's third Crystal Race event," Principal Cadance said.

Diesel hoped nobody noticed his mistake. The Shadowbolts all joined him up on stage and exchanged snide smirks to Thomas and his friend who also joined them on stage soon after.

"Better luck next time," Sunny Flare teased.

Thomas scowled at the Shadowbolts until Principal Cadance and Shining Armor approached everyone and congratulated both teams.

"Well, that was truly… eh, interesting," Cadance said, finding the polite words. "Thankfully tomorrow's event will be a little more practical."

"This isn't going to look good for anyone interested in donating," Shining Armor said.

"Actually," Cadance said. "Our fundraiser is still going strong. Guess their faulty equations was enough to realize better schooling is more important than they thought?"

"Maybe," Shining Armor then turned to both teams. "Just don't let this happen again. Especially you guys."

He pointed specifically at the Shadowbolts, who hung their heads in shame until Principal Cadance and Shining Armor left the stage. When they did, the Shadowbolts turned their attention and anger on Diesel.

"You're lucky we won today, Diesel!" Sour Sweet scolded. "Otherwise you'd be off my team!"

"My Team!" Each Girl said in unison.

This rattled Sour Sweet a little until they were reminded of Diesel and his failings.

"Your little class act failures are more than an justified excuses to use up my one reason," she continued, sourly.

"I-I-I promise to do better," He stuttered. "Honest! Whatever it is, I'll excel at it no problem!"

"That's great! Just believe in yourself hard enough and you can achieve anything!" She said, sweetly batting her eyes.

Diesel was greatly confused by her shift in behavior.

"Translation," Sugarcoat said. "You can't. All five of us won because we know what we're doing."

"And If one Shadowbolt under performs, it makes us _all_ look bad!" Sunny Flare added.

"As appose to your performance in general," James teased.

Him and Gordon laughed which angered a few of the Shadowbolts.

"Laugh all you want," Sour Sweet said. "Your team is behind now."

"Where you should be!" Indigo mocked.

"We can catch up no problem," Emily said.

"And we will!" Thomas said, proudly.

Sour Sweet gritted her fist then walked away. The Shadowbolts follow her while sharing scornful looks to everyone in return. Diesel was too preoccupied thinking of ways to keep his position on the team to join in on the stare down.

When they were gone, the Engines all slouched and exhaled with exhaustion.

"You did the best you can, Thomas," Percy tried supporting. "That's all that matters, right?"

"Yeah," Thomas half-heartedly agreed. "Thanks, Percy."

But then the Engines gazed up at both crowds from CPA and CHS. Everyone was pointing and laughing at the three large monitors and the Wondercolts projected on screen. Thomas and the others quickly realized they were laughing at them and their performance. Some of the engines sulked while others were embarrassed and saddened. The Academic Decathlon was anything but an exemplary display of their capabilities as people. It was clear as day that everyone else mocking the group of washouts knew this to be true too.

"Ooohh, the indignity," Gordon moaned.

* * *

Walking off stage in shame, the group found Juniper Montage waiting for them at the bottom steps.

"Well… it definitely could've gone a lot worst, right?" Juniper Montage smiled, meekly.

"It did," James grumbled. "We're officially the laughing stock of both schools now."

"Who knew being a person was this hard," Emily commented, stretching her wrist. "I don't remember ever having to push myself this much as an engine."

"There's just so much writing and thinking and problem solving to do at once," Percy said. "It was nearly impossible to keep tack of."

"We didn't have any advantage in any silly academic field," Gordon claimed. "How do those Shadowbolts do it?"

The other engines agreed. Juniper slouched, feeling all the training she passed on to them drain out of waste. Thomas saw how upset her and his friends looked and tried to cheer everyone up.

"Hey! It's not over yet. I mean, just look at how Toby wowed the judges with his special pie! Who knew he could even do such a thing?!"

"I certainly didn't know I had it in me either," Toby chuckled.

"Exactly! And look how we've each handled those roller skates, and how we managed to still complete a challenge despite how troublesome they were. Who knows, maybe we'll all discover something we're good at tomorrow?!"

"You'll definitely still have plenty of chances to gain the lead again," Juniper added.

"Today might've been a loss," Thomas continued. "But tomorrow's win is just around the corner!"

The Engines all looked at each other and found themselves smiling over the thought. They didn't like how bleak tomorrow looked, but everyone was still proud of their accomplishments today. James tried to play up confidence despite his lack there of after the event.

"Hah! Being a laughing stock is no reason to quit. I'd give anything to see Indigo Zap's frustration again. I'm still in! How about you guys?"

Gordon groaned. "What I'm in for is a much-needed rest after today's embarrassing turn out."

"I think we all deserve one for giving it our all," Emily smiled in agreement.

"I'll be ready to keep trying tomorrow too!" Percy added.

Thomas smiled as bright as he could. He was glad to have lifted their spirits again. He gazed back at his chalkboard and the little white scribble he made to solve the equation. This definitely wasn't Thomas' proudest moments. Thomas soon felt the doubt he had earlier in regards to their abilities the more he lingered on his mistake. All the insults and claims made by Diesel and the Shadowbolts rifled through his thoughts, making him question his reasons for participating. Nothing in Thomas' life could've prepared him for any of this.

This really was much harder than he expected. He wondered if he should've brought himself and all his friends into this mess to begin with if the race would just be more of this. There was no chance him or his friends could go through another challenge that involved critical thinking. Thomas' eyes then widened when Juniper Montage laid a hand on his shoulder for assurance. He smiled back again, soon forgetting his worries and second guessing after looking over his friends all laughing and recollecting the events. He said the Wondercolts will help Crystal Prep with their fundraiser, and Thomas knew he had planned to uphold it.

Though everyone still felt silly for the way they preformed today, the Engines all agreed that tomorrow was still another day.

* * *

 **To Be Continued.**


	21. Chapter 20: Dieselworks Brawl

**Synopsis: Today's the day Twilight, Sunset and their friends rescue Henry and Edward from the Dieselworks. Will they successfully break them out and reunite them with Thomas and their friends back in Canterlot High, or will the Adagio Dazzle and her growing diesel army be to much for the Girls to handle?**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 20: Dieselworks Brawl**

It was middle of the afternoon at the Vicarstown's Dieselworks. Things were still as busy now as it was in the morning. Den and Dart exhaustedly hurried with their flatbeds of diesel parts and delivered them to their respected diesel for mending. Meanwhile, Adagio Dazzle emerged from the Dieselwork's Main Building and parked next to Class 40, who was waiting for the workmen to finish touching up his gleaming buffers. The two heard a familiar diesel horn and saw Diesel himself approaching and parking in front of Adagio.

"Back so soon?" She asked, not very pleased to see him. "Doesn't that Crystal Race thing go on longer than this?"

"You'll be happy to know, Adagio, that Thomas and the other steamies will be making their way back sooner than expected. And I have his advice to thank for it," He said to Class 40.

Class 40 slipped a smirk with approval. This made Diesel feel good about himself.

"My team's begun preparations for the third event. Those silly steamies will be crying back to Sodor in complete defeat!" He cackled.

"You still have to extend their return, mind you," She reminded. "Sunset's friends are restoring my pendent but I need more of their magic to really assert my dominance. They can't be around before I achieve this."

"Yah, yah, whatever. So, when will I be giving out orders, Adagio? On your behalf of course?" Diesel grinned, innocently.

Class 40 chortled. "And here I was convinced you'd actually taken my advice, little Diesel."

Diesel sulked while Class 40 continued cackling and Adagio grinned with amusement.

Suddenly, a blue jay and robin soar over the yard and towards the smelting warehouse. Edward and Henry stood parked and bored, until the two birds hovered above and tweeted at the two engines. Both engines were confused at first. Edward kept his brow arched but Henry soon understood what these two birds were doing here and beamed happily. Once they finished examining the engines, the robin and blue jay flew away across the junction, but not without catching Adagio's attention as they soared over the DBR Class 50 steam engine and exit the Dieselworks.

"What was that all about?" Edward asked Henry.

"I think I have a good idea!" He answered, excitedly.

* * *

Mr. & Mrs. Birdie returned to Fluttershy and perched on top of her footplate. Her friends were all hiding not too far near a billboard sign leading to the works itself. The two birds chirped to Fluttershy and her glowing Geode lantern.

"They're still there!" Fluttershy confirmed.

The Girls cheered with relief. Sir Topham Hatt turned to Mavis now coupled up to uncertain Derek, who was still broken down after his engine overheated. Sir wasn't entirely confident in the Girl's strategy, sensing this break in could cause a great deal of confusion and risk. But getting the step by step layout from everyone assured him there'd be no damage inflicted on the Girl, diesels, and the Dieselworks in the process. BoCo's words with Sir Topham Hatt earlier still rifled through his thoughts. Because of this, he came off more firm than usual in order to keep things in proper order.

"Now, Mavis," He instructed. "Once you've shunted Derek, you're to collect either Henry or Edward and make your way out as quick as possible."

"And then one of us will go in next," Twilight Sparkle said. "If you run into any trouble, you know how to signal us."

"Give us the sign to bust in and kick every diesel's butt!" Rainbow Dash added.

"Hopefully it shan't come to that. Not if we stick to the plan," Sir Topham Hatt pressed while smacking his palm. "We want to avoid as much confrontation as possible."

"We'll be careful going in there if we do," Sunset Shimmer said.

Fluttershy rolled up beside Mavis to face Derek still unsure about their odds of getting in and out without trouble. He thought about what would happen if the diesels in there knew about his involvement.

"I'm never gonna hear the end of this. Every diesel will know I was helping steamies. Now they'll keep on teasing me even more and think badly of me."

"Maybe they won't when everything's back to normal on Sodor?" Mavis said.

"That won't make a difference. I'm already made fun of for my teething troubles and not being a real diesel because of it. Guess I'm just too different."

Fluttershy felt offended for him. "That's awful! They shouldn't tease you for being different. I think being the diesel that you are is way better than being a mean one."

"Yeah, sure it is," He brooded, unconvinced.

"But its true! Lots of diesels should try acting more like you, Derek."

"Surely its a much healthier repertoire," Rarity added.

"Heh," He grinned a little at the thought. "I remember BoCo telling me something similar; Before becoming mind controlled or whatever you call it."

Fluttershy giggled. "I'm happy that you decided to go along with us, Derek. After this, you're engine will get some much-needed repairs, so you can keep on being gentle and kind all around."

"Yeah... Right."

Derek didn't quite know how to feel about her comments. He knew he shouldn't be aiding the rogue steamies, but they seemed pretty nice and friendly enough, especially Fluttershy. He appreciated her kindness the most. Someone sticking out for him this much can't be all that troublesome. The Girls weren't sure why Fluttershy was being friendly to him but carried on with their mission regardless.

"Ready, Mavis?" Sunset asked.

"Ready as can be!" Mavis said, determined.

"Here goes nothing," Derek added.

Mavis shunted into Derek and pushed him down the line while the Girls waited in their spots.

* * *

The entrance had a sign for the Vicarstown Dieselworks above with a little diesel picture. It was supported by a metal mast with two metal plate barriers fenced on both sides. Two tracks went into the yard with both splitting off into two separate lines.

The two diesels rolled under the Dieselwork's logo and entered the bustling yard. Diesel locomotives and shunters were getting back on the rails and exiting the yard to continue their work. But some had to wait around for final inspections. Mavis tried to avoid drawing attention. But Derek couldn't help but jitter a little the more diesels he saw eyeing them just casually rolling through the open junction.

Diesel, Adagio and Class 40 were still parked near a fueling station when Class 40 spotted Derek being shunted backwards by Mavis.

"Well, look who's back again!" Class 40 called.

His voice nearly made Mavis jump a little too.

"How's being resourceful and sagacious going for yah, Derek?" He teased and laughed.

"Ignore him," Mavis advised. "Just keep an eye out for you know who."

Derek tried thinking of something else to draw out Class 40's teasing.

All the while, Adagio Dazzle watched them roll under a metal gantry connected to the fueling station where they sat. They were almost near the Main Building when the two switched over onto another line through a set of points and proceeded towards the Smelting Foundry in the far east.

Diesel noticed Adagio's distraction as she steamed back slowly to survey Mavis and Derek. She then saw to her confusion the same two birds that flew by the Works only minutes ago. They remained hovering above near the entrance, looking in the direction Mavis went. Adagio raised a wary brow, getting a good idea of what her suspicions were before hissing steam and reversing back to find a turntable.

At last, Mavis and Derek reached the Smelting warehouse where Edward and Henry were being kept. The two engines watched her shunt Derek next to Henry. They were both surprised to see Mavis, especially when she rolled onto Edward's line and tried backing into him next.

"Mavis?" Edward said. "What're you doing?"

She hushed him. "Just stay quiet. We need to go, quickly."

But then, Mavis gasped and quickly stopped in her place. In front of her was Adagio Dazzle, along with Diesel, BoCo, and a few other diesels Adagio summoned with her red lantern. They had all gathered behind the trio and blocked off all possible routes to exit the yard.

"Forgive us," Adagio said, slyly. "But it would appear that your trying to make off with one of those engines. Mind telling me what it is you're doing with this one in particular?"

"They're… They're being relocated!" Mavis spurted, on a whim. "Gisborne wants them out of the way to make room for more derailed diesels."

"Hmm. I don't recall giving him permission."

"Well," Mavis huffed, bravely. "You're not exactly an engine to be giving out orders now, are you?"

Edward, Henry, and Some of the diesel's jaws dropped and looked to a fuming Adagio, who kept her composer as she crept closer to the little diesel.

"What are you really doing here?" Adagio then jerked forward and biffed into Mavis. "Tell me. Now!"

Mavis was rattled but remained bold. "I'm serious! He wants these two gone. What am I to do; refuse a direct order?"

Adagio Dazzle grimaced some more before creasing into a devilish grin.

"My mistake. By all means, please proceed. Don't let any of us stand in your way. _We insist_!"

Diesel, BoCo, and other diesels behind all smirked sinister grins, waiting eagerly for Mavis to do what she's been supposedly told by Director Gisborne. Mavis knew very well by looking back at everyone that this BRD Class 50 steam engine's permission was really an invitation for the diesels to jump her the second she makes a move. They were already well aware of what her real intentions were. Mavis was trapped.

She couldn't move, she wouldn't dare speak another word, despite the whole yard standing between Mavis and her job. Derek simply kept to himself while Edward and Henry shared worried looks. Adagio kept her sharp glare on Mavis, who desperately surveyed her surrounding for other options. Diesels of many shapes and sizes blocked every line leading to a potential exit. She then saw Mr. & Mrs. Birdie tweeting from above the main building. Now was as good a time as any.

Plucking up courage, Mavis blew her loud horn, deafening nearly everyone around her as it echoed all across the Dieselworks.

Mr. and Mrs. Birdie quickly flew away and rejoined with the Girls, who could also hear Mavis' horn from where they're at. The birds hovered and tweeted profusely in front of Fluttershy and her friends.

"That's the signal!" Sunset said, hissing steam.

* * *

Back in the Dieselworks, the echoing whistles from seven steam engines reached their vicinity and grew nearer with each toot. Class 40 and some diesels still facing the entrance witnessed the Girls storm into the Dieselworks with hollering whistles. Sunset Shimmer, Twilight Sparkle, Rainbow Dash, Applejack, Rarity, Pinkie Pie, Fluttershy with Spike and Sir Topham Hatt all dispersed onto different tracks.

Nearly every diesel was distracted by their arrival at first. Adagio Dazzle knew right away who it was making the distinct whistling sounds. But despite her frustration, she saw an opportunity to gain more magic and grinned instead.

"You know what to do, Diesel. Don't waste my permission."

Every diesel looked to Diesel himself, who quickly snapped out of his distraction and commanded his fellow diesels. But as he did, Adagio's pure red lantern radiated a thick light to command every diesel instead.

"Well?! What are you waiting for?! Stop those steamies!"

All the diesels dispersed and honked their horns. Adagio left too, leaving Mavis with Edward, Henry and Derek still parked under the warehouse.

The Girls charged across the junction towards an on coming barrage of diesel shunters and locomotives, each one colliding into their front buffers one by one and kicking off their skirmish. Engines biffed, bashed, and jerked each other back with hefty, swift, and clattering impacts. Some stood and continued colliding with one another while others raced around the whole yard while being chased. The Dieselworks was now a battlefield of hissing steam, bellowing diesel smoke, stretching wheels, revving engines, intense chuffing, and banging buffers.

While the fight ensued, Mavis tried backing up to Edward again. Class 40, however, came charging towards her. Mavis halted and speed after a now frightened Class 40, who immediately tried to reverse away from Mavis while screaming. She chased him right behind the Main Building until Class 40 stopped and stammered.

"Stop, stop, stop! I surrender! Please! Just don't clip my newly polished Buffers!"

Mavis gave a questionable brow until a DP1 "Deltic" struck behind Mavis and pushed her toward Class 40, who proceeded to cower back from the two engines.

"No! Not the buffers!"

The Girls tried being extra careful to not get derailed from the massive breakout. Any fight that appeared unwinnable were ones they had to abandon or use their Geode magic to swiftly allude to avoid imminent danger. But after a few close calls with their magic, the Girls remembered to ease up so as to avoid putting themselves in even more trouble.

Fluttershy especially tried to prevent any diesel from coming near her. She was afraid one would chase after or derail her and Spike. So, she kept dodging and running from any diesel passing through or in hot pursuit. Sir Topham Hatt peaked out from Spike's cab and was appalled by the sight. Everywhere he looked the Girls were all bashing back at all the diesels. This was the last thing he wanted to happen and was not having it one bit.

"What? N-no! We have to stop this. This wasn't part of the plan!"

"It is now," Spike said. "Fluttershy, Henry and Edward are here somewhere. Let's look while everyone's distracted."

There was almost nowhere to go with all the occupied tracks. A scared, reluctant Fluttershy took off again anyways in a cautious chuff and tried making her way past everyone busily making due with their adversaries. Sir Topham Hatt tried ordering everyone to stop the commotion along the way, but the inflicting struggles kept on going.

Applejack showed no issue pushing back diesel after diesel using her super strength, ramming into and sending Whistler, Den, Dart, and more locomotives back where they came. Rainbow Dash occasionally used her super speed to escape and save her friends from being cornered by zipping them away in a rainbow streak. She knew she had to conserve her fueling though and found it difficult to evade and force back any diesel close to getting the better of her. Twilight Sparkle used her telekinesis to move flatbeds in front of on coming attackers so they would end up crashing and knocking over flatbeds to form makeshift barricades. Rarity's diamond shielding proved very effective against any diesel engaging either her or any of her friends. Barely anyone could breach her constructed shields or apply their brakes on time to avoid collision.

"Oi, You!" Yelled Skinhead. "Get down from there!"

"No!"

Pinkie Pie had situated herself on top of the five row sheds beside the Dieselwork's Main Building. Skinhead and Western parked near two of the sheds and questioned over how this steam engine got herself up there on her own.

"Last warnin', Steamie," Western threatened. "Just… get yerself down here or else!"

"You'll Have To Get Me Down Yourselves!" Pinkie Pie Smiled, cheekily. "Good Luuuck!"

Western and Skinhead shared confused glances, wondering just how in the world they were supposed to accomplish that.

The resulting actions taken by the Girls led more diesels battered, beat and slipping halfway off the tracks and unable to move. But unknown to anyone, the ensuring fight generated a sparkling atmosphere of green mist that surrounded most of the yard.

Adagio Dazzle had parked under the main building to watch the Girls struggle against their diesel enemies, all while consuming the negative energy being produced. Adagio's irises glowed a bright red, along with her pulsating, glowing red lantern. The stronger her magic grew, the more she used to summon other diesels to join the fight.

More and more arrived at the Dieselworks with breakdown cranes and began elevating semi derailed diesels back on the tracks, and getting them going again. But no matter how many diesels got back on track or how overwhelmed everyone became, the Girls remained vigilant and difficult to deal with.

* * *

Over at the smelting foundry, Henry, Edward and Derek could only stay parked under the warehouse and listened to the commotion taking place. Occasionally they'd see a diesel or two zip by behind the main building with unfamiliar steam engines following after then.

"It sounds like chaos out there," Henry said. "I hope none of our friends are getting hurt."

Just then, an unfamiliar whistle startled their attention. Chuffing towards the three engines was a determined Twilight Sparkle.

Edward squinted at the approaching steamie, unable to make out the strange engine at first. It wasn't until Twilight closed in did Edward recognize her, and an exuberant sense of excitement and joy flushed all over him. Edward beamed just as bright as Twilight did through her black rimmed glasses.

"Twilight!" Edward called.

"Edward!" Twilight Sparkle gasped, happily.

Puffing carefully, she parked right in front of him then stared back into his eyes with nothing but an eager grin. A wave of relief swept both engines. Edward was surprised and thrilled to see Twilight actually standing before him, especially from seeing her engine form. Neither one had seen each other as they appeared before until now. But they hardly cared about that. All that mattered to them for those few seconds they continued exchanging heartfelt smiles was being able to keep on looking and that alone after being apart for so long.

Edward beamed. "I knew you'd come for us, Twilight."

"You did?"

"Without a doubt."

"You were sure right all along, Edward," Henry said. "I thought we'd never see the day!"

Henry was also happy to see Twilight, which made him all the more eager for his reunion with Fluttershy again, who he knew couldn't be too far behind. Even Derek found himself grinning a little. It seemed like they really did miss each other. Twilight kept her coy smile beaming even as she gently biffed against' Edward's front buffers.

"I'll get Edward to safety first. One of us will be back to fetch you next, Henry. Assuming we've dealt with enough diesels long enough to establish a constant distraction and all."

"Please hurry, Twilight," Henry advised. "And be careful; both of you."

Twilight promised him she would, then used her telekinesis to slip her coupling chain over on Edward's hook.

"So your magic works on Sodor too, I see," Edward asked, intrigued.

Twilight giggled, feeling already accomplished and glad to have her friend back.

"Let's get you out of here."

Then she took Edward out from the warehouse. It wasn't easy carrying an engine on her own, but Twilight kept going. She was too thrilled to care how difficult hauling him was, even more so when it eventually became seamless.

"Guess you'll see Fluttershy again after all," Derek commented. "You know, she really is everything you said. You've got some really good friends looking out for you."

Henry beamed an eager grin.

Twilight was putting in all her steam and might to carry Edward towards the set of switches leading back to the junction. Edward could not drive without any coal and water. So, he had to rely on Twilight's driving to do the work. BoCo purred in from behind the main building and saw the two steamies trying to get away. He scowled and sped towards them to prevent their escape.

Edward saw BoCo approaching and quickly alerted Twilight Sparkle.

"Twilight, look out!"

She increased speed to cross over the switches before he could block their path. They make it over just in time, but BoCo managed to skid Edward's tender off the tracks just as he too reached the crossing. The back wheels of his tender were grinding against the pavement with spewing sparks. A struggling Twilight focused her telekinetic magic to cover Edward's tender in a twinkling, purple aura, and levitate it back on the rails. It was difficult lifting the heavy tender. But once she nudged it on track again, Twilight could now carry Edward a lot better across the Dieselworks junction. The two evaded and passed the speeding steamies and diesels whaling their horns and whistles whilst BoCo remained in pursuit of the escaping engines.

Before he could catch up, BoCo's line was blocked by Rarity's diamond barricade, which prevented him from perusing Twilight and Edward as they successfully exit the Dieselworks.

"NO!" he growled.

He biffed and banged against the shield but couldn't dent it. Rarity pulled up from the other line which overlapped and crossed his with a playful grin.

"Ah, ah, ah," Rarity teased. "Your line's prohibited, darling. Unless you know the magic word?"

BoCo gazed at the direction Edward left and fumed with anger before reversing back to the Smelting Foundry. He reached the Warehouse with Henry and Derek still parked in their spots and clueless as to who's winning. BoCo, without warning, bumped up into Derek.

"BoCo?"

BoCo then aggressively tugged a startled Derek out from the Warehouse, much to their confusion.

* * *

Meanwhile, Sunset Shimmer was approaching the main Dieselworks building when she noticed Adagio Dazzle parked underneath it's entry. She built up steam and sped towards her. Adagio saw Sunset approaching her and reversed back into the building's dim, negative energy infested interior, leaving only her drawn out, echoing, sinister laugh for Sunset to follow.

But as she reached the front, Diesel himself sped out from the building's darkness instead, replacing Adagio's cackling with his own upon emerging through the thick green mist.

Too shocked to stop on time, Sunset found herself ramming into Diesel with a hefty collision. Diesel managed to push back a staggered Sunset, shunting her onto an overlapping track for one of the Diesel's to zoom by and derail her. But Sunset quickly recovered and applied her brakes just as a fleet of diesels speeding after Applejack zoomed by. Diesel tried pushing her into the speeding brigade, but Sunset managed to stay in place. The back of her tender's buffers almost clips the speeding train. Sunset fought and pushed to keep her brakes on. Diesel cackled at her expense the closer she got to derailment.

Sunset Shimmer, fuming with anger and determination, jolts back Diesel away from her.

"Just who I was looking for," She said.

"I get that impression a lot," He boasted. "Now let's see what makes you magic girls so special!"

Spewing smoke from his engine, Diesel then charged onward to try and ram Sunset Shimmer again. But he was jolted back quite far when she too charged a head of and struck him instead.

A wailing Diesel staggered onto an overlapped track and quickly recovered on time to hear an approaching engine about to run into him. He rolled out of the way and waited for the train to pass. Sunset was caught off guard when the diesels passed and Diesel sped towards and biffed her with a good jolt. Now Sunset found herself on an overlapped line and was in danger of being derailed by an oncoming diesel locomotive. She reversed back on time before the diesel could intentionally clip her off the line. Diesel began approaching the other line until the diesel passed, allowing Sunset clearance to steam a head and bump buffer to buffer with Diesel's with each engine pushing one another back and forth.

* * *

Meanwhile, Fluttershy, Spike, and Sir Topham Hatt were being cornered by 'Arry and Bert from both ends of her line. Sir Topham Hatt tried to order them to stop but the twin diesels didn't listen. It wasn't until Pinkie Pie landed in-between Fluttershy and 'Arry out of nowhere did the two diesel shunters quit their chuckling and gasped with fright.

"IT'S PINKIE TIME!"

'Arry and Bert wasted no time in scurrying away screaming the second they remembered Pinkie Pie.

"Follow Me, Spike And Fluttershy!" Pinkie Pie said. "There's More Diesels To Chase Over On The Other Side!"

Fluttershy did what she said and followed Pinkie around a vast bend circling the edges of the Dieselworks. She felt safer with Pinkie as she seemed to have most of these diesels on the run. The two approach the four overlapped tracks taking up the centre junction and chuffed deep within the cuffuffle.

"So, Which Diesel Should We Prank Next? Maybe 'Arry & Bert. You'll Wanna Teach Them A Lesson For Nearly Cornering You I Bet."

Then out of nowhere, Pinkie Pie was launched clean off the tracks by a DP1 Deltic. Fluttershy crashed into his side but the diesel didn't notice and continued on.

"Pinkie Pie?!" she called, extremely worried.

"Over Here!"

Fluttershy was surprised to find Pinkie Pie not derailed, but back on a separate set of tracks and facing her with a joyous grin.

"You See?" She assured. "Easy Peasy! You Should Try It, Fluttershy. It's Soooo Much Fun! It's Like Ice Skating But Without The Ice And Skates-"

Pinkie Pie was cut off from another diesel who rammed her off the tracks. But instead of getting derailed, she simply slid and twirled across the pavement like it was an ice rink until Pinkie Pie landed on another separate set of tracks not to far from Fluttershy. Then another diesel launched her off. And another, and another. All while Pinkie Pie laughed, ricocheted, and glided rapidly from one track to another as seamless as it should be impossible.

"WHEEEEEEE!"

Fluttershy raised a perplexed brow. Spike then saw Western approaching him at high speed.

"Fluttershy!" He stuttered. "Watch out!"

But before Western could ram into the brakevan, Applejack came between the two and blocked him from knocking Spike off the track. Fluttershy flinched in anticipation but was relieved when hearing Spike cheer at the sight of Applejack holding back the persistent diesel. Western soon gave up and tried finding a switch to get on a different line.

"This is getting out of control!" Sir Topham Hatt said. "Has anyone gotten Edward and Henry yet?"

"I saw Twilight high tail outta here with Edward," Applejack informed. "But Henry's still sittin' at that old warehouse in the east end."

"Then we've no time left to waste!" He said, slamming his bottom fist on his palm.

"Y'all best wrangle him from his spot now, pronto. The rest of us will try an' hold off these dang diesels a bit longer."

Fluttershy was anxious, even more so after looking down at her four wheels. Could she really rescue Henry on her own? Fluttershy whimpered at the thought. She doubted herself to carry this task greatly due to her inoperable brakes. But figured this would be the one time they wouldn't be an inconvenience. All she needed to do was transport another engine. But even doing that seemed next to impossible what with the large number of diesels out to derail her getting in the way.

Applejack could see clearly Fluttershy was distressed.

"You'll be alright, sugarcube," She smiled with assurance. "We'll clear a path for yah in the meantime!"

Henry was counting on them. That's all Fluttershy kept repeating to herself to build the confidence she barely had. But the more she did, the more intent she managed to muster and show.

Applejack blew her whistle and took off. Fluttershy did the same, following a track bend that circled all the way around the Dieselworks.

* * *

But it wasn't long until Western came closing in from a head. Fluttershy was afraid, until Western found himself being pulled back the way he came by a rainbow streak. Rainbow Dash carried Western away to give Fluttershy clearance to continue. Eventually, Applejack made her way in front of Fluttershy. Spike acted as their eyes from behind and called out when Whistler came towards them. Whistler almost caught up until Rarity used her diamond shield to block his path. Another diesel closed in on Spike until Twilight blocked his path with the last train of flatbeds she could find. A long row of diesel engines blocked Applejack's path from up front. Applejack, however, seamlessly bumped into the front diesel and pushed him back into the other, and the other, and then the other.

Applejack mowed them onto another line so Fluttershy could pass over a set of switches.

"Keep goin', Fluttershy!" She called.

Sir Topham Hatt leaned out from Spike to see the Smelting Warehouse closing in on their sights. Fluttershy became excited herself and sped down the line. When she came into close proximity, she could see a big green engine parked in the middle of a three-row line. Derek was now nowhere to be had, but Fluttershy couldn't have known this.

Standing there peering back at her was Henry himself. Fluttershy felt butterflies fluttering within her boiler upon recognizing him. Her grin beamed bigger the more Henry came into view. Henry immediately recognized her too. And though a sweep of excitement swept through his boiler, Henry's reaction from her impending approach was anything but.

"Fluttershy?"

"Henry!"

"No! Stop! Don't come any closer!"

Fluttershy arched a confused brow.

"It's a trap, Fluttershy! Run away, hurr-!"

But it was too late.

Emerging from the darkened warehouse was BoCo blaring a loud air horn. A screaming Fluttershy could do nothing but steam towards the electric diesel with no way of stopping. Not even Spike was quick enough to prevent their impact. BoCo soon got in her way by parking in front of Henry's line and waited for Fluttershy to ram against his front buffers with a rough jolt.

Fluttershy had her eyes shut upon Impact then opened them to find BoCo's unamused glower looking back at her.

"Yeah. That's not happening."

Recovering from her shock, she then tried to budge him out of the way but he didn't move an inch. Honking his horn, BoCo seamlessly shunted Fluttershy back the way she came. Henry called for BoCo to leave her alone. But he didn't, and took Fluttershy away anyways while Henry watched helplessly from his spot.

"No, no! Flutttershyyy!"

She cried back while being pushed farther from the warehouse.

"Henry!"

Poor Fluttershy couldn't apply her brakes to stop herself from being pushed. She tried and fought to slip her brakes on. But they wouldn't budge at all. Her wheels simply kept on going without any resistance. Spike tried applying his brakes but they were no use against BoCo's might. His wheels could only screech and skid along the rails.

"I can't stop!" Spike grunted.

Fluttershy was terrified beyond words. All she could do was let a surly BoCo shunt her farther and farther away from Henry and into the open junction were the overlapped tracks laid.

From another line speeding towards BoCo was Applejack, seeing him trying to push Fluttershy and Spike. She charged head on and rammed his entire front wheels off the track and breaking him away from the stunned Fluttershy. Rainbow Dash came in from another separate line heading towards the side of his back engine. She charged full speed and knocked his back wheels clean off the rails. His wheel's teetered and skidded across the pavement until his rocking body settled to a stop in the middle of the line he was just standing on.

"Now would be an ideal opportunity to make haste while we're still intact," An exhausted Rarity suggested.

"But they still have Henry!" Fluttershy called in distress.

"Precisely! We must go back!" Sir Topham Hatt said.

"I'll get him!" Rainbow Dash volunteered, boldly.

But the tracks leading to the warehouse were soon blocked by a number of diesels, who kept closing in one by one in a more organized fashion. Rainbow Dash couldn't get past them or the approaching diesels sneaking in from the line she came. She had no choice but to leave before more showed up and prevent her escape along with the others.

Sunset Shimmer shunted into a distraught Fluttershy and continued along, while all she could do was watch the Dieselworks eventually fade from her sights. Mavis stayed behind to ward off any diesel while Sunset, Fluttershy and the rest successfully escaped the Vicarstown Dieselworks. Some diesel locomotives still chased after the group, including Diesel himself.

* * *

The Girls had to lose the diesels chasing them. So, they kept racing down the mainline with Diesel and a growing pack of shunters prowling from behind.

Twilight Sparkle and Edward had hidden behind a siding to catch their breath and wait for the others to return. A large willow tree with long drapes hung over and shielded the line they were on so as to prevent from being spotted by anyone passing by. The two heard a whistle and a number of diesel horns nearby. They remained quiet while their friends zoomed by along with the persistent diesels until their revving engines and steaming chuffs faded into the distance.

"Phew! That was a close one," Edward whispered.

"We should be safe for now," Twilight whispered. "I know somewhere else we can hide until the others shake off those diesels."

Mr. & Mrs. Birdie soared in and floated over Twilight, who then relayed exactly where her and Edward were going so her friends can meet up with them. The two birds flew away to locate the others. Twilight Sparkle then blew her whistle and pushed Edward out of the siding they were on. Then made her way to their next hiding spot where they could wait to reunite with their friends.

"I just hope Henry made it out too," Edward thought aloud.

"So, do I," Twilight added.

"Luckily we won't have to worry knowing our friends will take care of him."

"You're right. I'm just glad I finally found you most of all. It wasn't easy mapping out where we were. We couldn't even learn basic, self propelling navigation right off the bat."

"You and the others sure adapted to being engines quite easily from what I saw."

Twilight scoffed. "It was anything but! I could barely drive on my own unless I was being carried around like some inert encumbrance."

"But you still did. Just as I knew you would."

This caught Twilight off guard in a way she wasn't expecting. She must've known Edward and Henry were counting on her and their friends to save them. But hearing Edward relay the nights he spent telling Henry of Twilight and her friend's eventual rescue left her in a captivated state.

"You're the smartest person I've ever met, Twilight," He admitted. "If anyone could've led your friends to where they are now, it would've been you. I knew you'd find a way past all your troubles, because I believed in you from the very start."

"Edward. You still believed in me... even though I couldn't drive on my own?"

"Without a doubt," He repeated with a smile.

Hearing him saying this made his rescue and her obstacles feel all the more rewarding. Twilight smiled despite her bashful blush and tried shying away. She felt proud to have finally rescued Edward and was equally flattered that he believed in her when even she couldn't bring herself to do so during her first day.

She then breathed a sigh of relief. "Thank you, Edward. I really needed to hear something along those lines."

"I should be the one thanking you more like."

Twilight smirked, playfully. "Well, if it was all me, then yah maybe. But I couldn't have done it without Sunset and all my friends. And I have your advice that ultimately got me going."

"Oh?" Edward raised a brow.

"'When at times you seem derailed'," Twilight quoted.

He quickly caught on and smiled as Edward finished their saying.

"'Get back on track and keep on chuffing.'"

"'And never, never, never give up!'" The two repeated in unison.

Twilight and Edward chuckled and laughed as they continued cuffing down the mainline with the sun starting to set over on the horizon.

* * *

 **To Be Continued.**


	22. Chapter 21: In Times of Worry

**Synopsis: The Girls have successfully rescued Edward. But Henry was still trapped by Adagio Dazzle and her diesel followers. While Twilight is greatly pleased to have Edward back, Fluttershy begins cycling through guilt and determination to make up for her faulty brakes.**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 21: In Times of Worry**

Back at Ulfstead Castle, two older steam engines carrying open-topped carriages lined up along the platform to collect passengers. They were eager to begin their tour of the Castle grounds, as well as the majority of Sodor's North Western Railway. Their names were Stephen and Glynn, and they were glad to still keep on doing their jobs. The company was nice too. Engines picked for the Earl's upcoming railway museum resided at the Castle now, so there were more friendly faces for them to stoke up a conversation.

Stephen and Glynn waited for their passengers to arrive and board their carriages. Then, Adagio Dazzle came fuming into the estate's junction.

"Ah!" Stephen said upon noticing her. "Gisborne's Engine. Welcome back to Ulfstead Castle. Is there anything we can… do… for…?"

Adagio simply ignored the two engines as he spoke and continued steaming with furry towards the Castle itself. Stephen raised a brow.

"Well, that was very rude," Stephen commented.

"I'll say." Glynn scoffed, "Young engines these days; thinking they can just storm in anywhere like they own the place."

"That engine's been visiting this estate more often than usual. She certainty has a strange fixation with the lads inside in particular."

"Or maybe," Glynn suggested. "Could she perhaps be looking for Edward and his new friend?"

"Now what reason would they have for that? It's not like Edward already told us they're hiding from someone and-" Stephen suddenly gasped upon realizing. "Oh-no! We have to warn the others!"

Glynn stammered a little. "B-but she's already likely gotten to them by now! What can we do?"

The two engines debated until the signalman waved his flag. Then, an idea popped into Stephen's funnel. He grinned as he tooted his whistle and took off with the tourist.

* * *

The draw bridge lowered before Adagio, allowing her to enter the castle with a hasty but carful chuff. Adagio had followed Twilight and Edward to this estate after all the commotion at the Dieselworks finally settled. She inspected the interior carefully for any sudden movements, out of place sounds or whispers. Adagio was determined to snuff them out before they sneak Edward over to Canterlot High. Thought Henry may be still held up at the Dieselworks, Adagio Dazzle went out after the mess was cleared to investigate where the Girls might've taken Edward, and to see that they don't succeed any further than they have.

"Why, hello!"

Adagio stopped. Facing her were Duck, Oliver and Toad parked on three separate lines in front of her. One line led to two platforms, a turntable, and the other also branching off towards different sections of the castle.

"Welcome to Ulfstead Castle!" Duck greeted in a friendly tone. "Home to Sir Robert Normandy, the Earl of Sodor! And you must be Mr. Gisborne's-"

"Adagio," She corrected, bitterly. "Just Adagio."

"Right. I'm Montague. But you can just call me Duck. Everyone else does!"

Duck had a chuckle but Adagio simply rolled her eyes. She had already lost patience with these engines.

"I'm Oliver," He introduced next. "And this is my brake van Toad."

"You finished? Good. Now, tell me where you're hiding them?" She asked, bluntly.

"Hiding who?" Toad asked.

Far off in the back, Donald and Douglas remained parked under the castle's large station, quietly listening to the conversation. They and all their friends knew who this engine really was. And even though Duck, Oliver and Toad were acting like they didn't, the fact that the Siren was now here had put the two Scottish twins in a panic.

"What do we do, Douggie?" Donald whispered.

"I don't know," Douglas whispered back. "But we ought tae dae somehtin' before that creature on wheel's catches on tae our charade."

"How about your little friends hiding in the back?" Adagio called. "Maybe they know who I'm talking about."

Donald and Douglas froze and looked at each other with shriveled lips. They and the others knew right off the bat that a grinning Adagio snuffed them out. This forced the twins to reveal themselves, who slowly and nervously emerged from the station with coy grins.

"Oh, uh, hello," Donald greeted. "We was juist, eh, we was juist havin' a wee chat."

"No' about anyone, err, anything in particular."

"Nae, not at all!"

Adagio gave a wary glare. The twins remained still. Donald and Douglas couldn't leave without making their odd behavior more suspicious.

"Look, we're the only steam engines residing at this castle," Oliver said. "If it's a certain engine you're looking for, you're not going to find them here."

"That's right," Duck supported. "Only us steamies being prepped for the Earl's museum, and those working on castle grounds."

She looked around again and saw a few coal trucks and water tankers shunted by a corner. Presumably they could be just for the two old engines she passed outside. But it also added to the question of why museum engines needed to run on said coal and water like they were right now. Her suspicions regarding their absence from the Castle a few nights ago also blurred together when she began connecting the dots quicker than she had already deduced.

Adagio Dazzle steamed forward in an eerie pace.

"Those girls stormed the Dieselworks and made off with one of the engines that Gisborne wanted shipped off this miserable island. And I've heard from passing locals that they frequently like to convene at this Castle."

Duck and the others were shocked by her accusations, but tired to remain bold. She finally stopped inches in front of Oliver.

"So, either you tell me where you're hiding that blue engine, whether here or wherever, or I search every corner of this stronghold, this entire Island if I have to, and have them returned to Gisborne myself!"

Oliver and Duck shared worried looks. Toad, meanwhile, tried signalling Donald & Douglas to vacate while she was distracted, but they refused to do so. It was too risky to slip away without being spotted. Adagio remained silent and fixated on each engines, waiting for anyone to make even the slightest noise. She knew they where hiding here. She had already followed Twilight and Edward to this very location, as the track they took led straight to the estate. It mattered not if they'd actually told her, Adagio only wanted to see how devoted they where to their new friends. Toad and the four engines dared not move or give her anything.

Adagio Dazzle poised a smug lip after getting no response, and began reversing back to leave and look for the escaped engine.

"Wait!" Duck jolted forward.

She stopped with frowned eyes and an amused grin. Having just one of them jump to their defenses like so was all the confirmation she hoped for. Eyes were all on Duck and his hesitant stance.

"Duck?" Oliver questioned.

He only wanted to prevent Adagio from snooping around herself. Duck didn't have a plan in mind when he jumped in until he thought of one quick.

"How… How about we give you a tour ourselves?" He suggested. "That way you can see we're most definitely not hiding _anything_ of the sorts."

Adagio raised a questionable brow before shrugging her cheeks.

"Fine. But I ride in front," She insisted.

"That seems fair," Duck smiled. "I'll back onto the turntable here real quick and we'll be on our way!"

Everyone waited for Duck to board the turntable so his cab could face backwards. Adagio surveyed Oliver and the other engines who played up friendly smiles despite their unease. They had no idea what Duck had in mind at first and weren't that confident in the Siren's attention being diverted that easily. Duck passed the engines and exited the Castle first. Adagio then left next, never slipping her focus on the others until the draw bridge rose to a close again.

"This isn't good, Mr. Oliver!" Toad worried. "She's going to find Ms. Twilight and Mr. Edward."

"Duck won't let that happen, Toad," Oliver assured. "Least I hope not. But they don't know the Siren's here. And Duck can only keep her distracted for so long."

"Donald, Douglas," Toad asked. "Someone has to warn them, quickly!"

"Aye!" Donald said, boldly. "On it!"

And the twins quickly reversed back into the station and chuffed off to the Dinosaur Park.

* * *

Meanwhile, Duck and Adagio traveled across the Estate Railway with Duck doing everything he can to subvert Adagio from the Dinosaur Park.

"Ah, yes, the Estate Railway is very lovely this time a year," Duck bragged. "Of course, my old branchline used to be just as lovely. They don't say much about the Little Western anymore now that we're gone though, no surprise. But at least the Earl's doing everything he can to keep it and everything else intact."

"Spare me your zealous fascination to this filth of an Island," Adagio groaned.

"Oh. Alright," He was a little offended, but got over it quick. "How about we start by circling the Earl's estate itself then?"

But Adagio soon became preoccupied when she stopped and saw smoke billowing behind a thicket of tress from across the junction. The smoke came from the Dinosaur Park, the one place Duck was trying to avoid taking her. But it was too late. Adagio had seen everything, even as the smoke finally withered out before Duck could notice it himself. Adagio tried to look back and glared daggers at the small green engine.

"Ah… heh-heh, that could be any engine," Duck chuckled, nervously. "We're not the only steamies here, after all, right?"

"I'm well aware," She seethed.

Duck wasn't so confident anymore.

"Your new director will be happy to have words with you all once he learns what you've been hiding from us!"

Adagio hissed an eerie steam, blew her whistle, and stormed off towards the Dinosaur Park. Duck could only follow after her. He continued playing up his casual demeanor while attempting to convince her to explore a different portion of the Estate with no success.

Meanwhile, Twilight Sparkle and Edward were stationed near one of the Dinosaur props on display in the Dinosaur park. Twilight had suggested they hid here while their friends shook off all the diesels chasing them earlier after their Dieselworks raid. But circumstances soon jeopardized this tactic when Donald and Douglas came scurrying up to the two.

"Edward, Twilight!" Donald panted.

"Ye have tae leave, now!" Douglas warned.

"The Siren's comin'! An' she on tae us!"

The Twins moved out of their way and allowed them to escape. Twilight Sparkle urgently pulled on Edward and carried them both towards the tunnel exiting the park. But Edward told her to stop when he noticed two bright lights closing in from the darkness. Twilight stopped just in time but whoever was entering from the tunnel will spot them in seconds. They were running out of options, until Twilight Sparkle saw something up a head past Edward that gave her one.

Adagio Dazzle emerged from the tunnel and stopped in her place. She looked around and saw nothing. The park was empty. Nothing but a Apatosaurus, Ankylosaurus, and a Megalosaurus propped near a model Volcano emitting fake smoke.

She puffed slowly further into the park. Duck emerged from the tunnel next, still trying to divert Adagio's suspicions.

"Eh, beg pardon, ma'am, but if it's of any consideration, we are perfectly well aware of these," Duck cleared his throat, "'rogue steamies', and don't much condone their actions much at all, nor do we share any part of whatever crazy schemes they're concocting."

Adagio ignored Duck at this point and continued surveying the area. She passed by most of the dinosaur props, mostly uninterested and unimpressed with the display, on top of Duck's chit-chat getting on her last eye twitching nerves.

"Now, I'd gladly offer any leads of their whereabouts should that work in favor for you and Mr. Gisborne. As for us steamies here though we-"

The two engines applied their brakes when Adagio spotted the smoke spewing from across the park again, this time from behind a model volcano. Adagio leered and charged onwards with Duck hurrying from behind.

"Oh, deer, oh, deer!" He muttered.

A determined Adagio raced towards the smoke. She finally reached its source and applied her brakes, but what she nearly ran into caught her by surprise.

"Whoa-whoa! Careful there!" Stephen said.

Adagio had nearly run into Stephen, the one she saw emitting smoke. He was carrying his carriage of passengers through the Dinosaur park. Flabbergasted, she watched the small, old steamie slowly veer onto another line through a set of switches in front of her.

"And on your left, we have the current Railway Controller's private engine; the only steamie still in service on the whole North Western."

Passengers pointed, admired, and took photographs with their cameras at the big, orange and purple tender engine, who was now steaming and fumed smoke out her funnel with frustration.

"Marvelous, ain't it! Truly a rare sight these days now."

Stephen shot Duck a cheeky wink along the way.

"Keep up the good work, Stephen!" Duck grinned.

Stephen chuckled. "Make way for the Rocket! Pyow!"

The Passengers took more pictures as Stephen and his train left the park. Adagio tried looking everywhere else to make sure they truly weren't the only steam engines here. But now the park was back to being occupied by nothing but herself, Duck, and the dinosaurs. Duck couldn't help but beam a genuine smile as he pulled up to her.

"Now, shall we continue our tour, Adagio?"

Adagio grit her teeth in anger. She hissed steam and stormed off towards the track leading to the Blue Mountain Quarry. Duck stopped just before the tracks and watched her chuff away, having no idea where or why she was going to the Quarry for. Duck exhaled with relief, finally glad to be rid of her.

Oliver and Toad showed up and park next to him.

"Now that was too close," Oliver commented.

"Agreed," Duck said. "Far too close for my liking."

"At least she didn't find Twilight and Edward," Toad added.

"But now she knows we're helping them," Duck began. "I'm sorry, you two, but with close calls like this, I don't see how much longer we can aid our new friends without getting them or us into even more trouble."

"No way! We can't cut our ties now!" Oliver argued. "They need us just like we need them."

"And we need to stay out of Gisborne's hair, Oliver," He responded, sternly. "For our good and theirs. And that's that!"

Duck tooted his whistle and steamed off back to the Castle. Oliver looked back at Toad, both sharing the same disagreement. They weren't about to abandon their new friends just yet when they could be very close to restoring everything back to the way it was. So Oliver stood where he was and thought to himself. He tried to think of some way he could help his new friends, but Oliver was too stumped to formulate a good strategy.

* * *

Twilight Sparkle and Edward coasted down the castle's mountain railway path with Donald and Douglas following not to far behind. They had just narrowly escaped being spotted by Adagio Dazzle. But with Twilight, and even Stephen's bright idea, they managed to slip past her undetected while the engines up at the Castle kept her distracted.

The four engines made it to the bottom and braked to a stop. The two Scottish twins couldn't stop laughing after they gained far enough distance for everyone back up top to not hear.

Donald chuckled. "That ought of boggled that 'ol sea dog what for!"

Douglas also chuckled. "I only wish we saw her face when she realized it was Stephen!"

"Thanks for all your help, you two," Edward said.

"We're very grateful to have everyone at the castle sticking out for us," Twilight added, wholeheartedly.

"Ah, away an' whisht," Donald said. "Helpin' a fellow steam engine is no question. My brother and I are still indebted to yous for that rescuin' back on the Mainline."

"Give the other engines our luck when ye see 'em again, Edward," Douglas said. "Me and Donnie will take care of what's left back at the castle."

The two engines agreed before Twilight Sparkle took off and carried Edward down the line.

They didn't know where the others were and wondered if they managed to deal with the diesels. Mr. & Mrs. Birdie soon flew in and tweeted to the two. Twilight couldn't understand them, but continued moving forward while keeping an eye on the blue jay and robin pointing their wings and soaring in several directions.

* * *

At last, Twilight and Edward ran into Sunset Shimmer, Fluttershy, Spike and Sir Topham Hatt. Sunset, Spike and Twilight were overjoyed to be reunited, as well as ecstatic to see Edward again. Twilight asked where the others were and was told by Sunset that they too got separated from each other.

"Thank goodness this is all settling down a bit," Twilight explained. "Edward and I were almost caught by the Siren at the Earl's Castle."

Edward gasped upon remembering something important. "Oh, Twilight, Sunset, I almost forgot. There's something important I have to tell you; something to do with you and this Siren's magic."

Everyone arched inquisitive brows and listened to what Edward had to say. He told them everything the Siren revealed to him and Henry about how their tussle with each diesel they encounter is really conjuring negative energy for the Siren to consume and strengthen her magic pendant, which would in turn give her the full power needed to enchant just about anyone on Sodor.

The Girls, Spike, and Sir Topham Hatt were shocked.

" _That's_ how she's been stealing out magic?! Ugh, it's the Battle of the Bands all over again," Sunset complained in frustration. "She's been using us the whole time!"

"I knew our altercations would come back to bite us!" Sir Topham Hatt said, mostly angry at himself for not knowing. "What did I say; Do. Not. Cause. A ruckus!"

"But how were we suppose to know?" Spike defended. "Ooh! I bet we just gave her gem a bunch more energy at the Dieselworks."

Sunset, Fluttershy, Spike and Sir Topham Hatt felt ashamed and frustrated, feeling like they should've known about this prior to all the ruckus they caused on Sodor. All their efforts to save Sodor was really just an unknowing aid in Adagio's efforts to conquer it. Twilight didn't let this get to her though despite how bleak their efforts look. She was too hopeful after how far they've come to squander it all.

"I may not have been there when the Dazzlings first attacked our school," Twilight Sparkle explained, "but at least now we can try to prevent her from taking advantage of us or anyone else on Sodor."

"At least now you girls know not to give her anymore of your magic," Edward said. "The less you engage with any engine, the less energy she'll consume. Right?"

Everyone shared doubtful glances but then thought over their advantages in light of this news and agreed that they can still pull through. Edward had a valid point to, but there were still complications to his statement that worried them a little.

"We better warn the others in case more diesels try to pick a fight," Twilight began. "Fluttershy, do you think your birds can bring us to them? We'll need to get Edward and Henry to Canterlot High while we formulate another liberation agenda."

Fluttershy didn't answer though and remained quiet while looking downcast at the tracks beneath her. Sunset, Spike and Sir Topham Hatt all became downcast as well. Twilight and Edward had already escaped by the time things started spiraling out of control during their rescue and weren't caught up to what transpired. Twilight raised a confused brow.

"Uh, Fluttershy? Sunset? What's…"

"Sir, didn't you and the others rescue Henry too?" Edward asked.

Fluttershy slipped a loud whimper. Sunset knew how devastated she was by this and didn't know how to explain without upsetting her more. Sir Topham Hatt leaned out of Spike and tried to lay the news thin.

"Em, Edward," He began, but Sunset chimed in.

"We… didn't rescue him," She said, solemnly.

"What?!" Both Edward and Twilight exclaimed.

"Fluttershy got ambushed trying to get to him. Then more diesels showed up and forced us to retreat," Sunset explained. "Henry's still back at the Dieselworks as far as we know."

"Oh, deer," Edward said, dejectedly. "Poor Henry."

This especially struck a saddened Fluttershy. Now she truly felt like a failure. Twilight was worried for her.

"Fluttershy?"

Fluttershy still wouldn't say a word. She shied away and reversed back a little for Sunset to abstract her view. But despite everyone's doubts and sorrows, Sunset tried to remain optimistic.

"Hey, we're not giving up on him. We stick to the course. No one is getting left behind."

This managed to put a reassured smile on Sir Topham Hatt and Spike faces, who were more than willing to get back to business, especially having Edward out of their clutches now.

"Agreed. We'll just have to be one step a head," Twilight encouraged. "What matters now is that Edward's safe."

"I'll volunteer to take him back home," Sunset said.

"And I'll get to work on locating the others," Twilight beamed.

Edward smiled at Sunset's notion. He was at least happy over getting to see his friends again. He also wondered what it was they could've been doing while all this went on. After changing lines, Sunset Shimmer coupled up to Edward and slowly carried him backwards past Fluttershy and Spike.

"It'll be nice being filled with coal and water again," Edward commented. "Though it's also gonna feel real stiff after sitting around and doing nothing all week."

"Especially when you get to walking on two legs and lifting things with hands," Sunset joked.

Edward chuckled until he looked over to Fluttershy and noticed her shying away in disgrace.

"Whatever happened back there wasn't your fault, Fluttershy," He said, also retaining optimism. "You and Henry will see each other again. Just you wait and see."

She looked back on time to see Edward passing through with an assuring smile. She was expecting Edward to be cross with her for not saving Henry. But he seemed so sure of his friend's eventual success, and showed little anger over their mess-ups. And on that, Sunset conveyed Edward to the Sodor Steamworks to prep him for the journey to Canterlot High.

Fluttershy watched the trio take off down the line before exhaling a crestfallen sigh.

"But it _was_ my fault," She muttered to herself.

* * *

That night, the group was together again and back at the Sodor Steamworks. The moon was full and the stars twinkled over the whole of Sodor and its sleeping engines. Everyone slept in different corners of the building. Rainbow Dash, Applejack and Rarity slept near the foundry, steam hammer and machine laiths. Twilight Sparkle, Fluttershy and Spike slept underneath a small shelter facing the turntables to leave the Works.

The Girls and Spike were all fast asleep. All except Fluttershy.

She awoke and darted around her surroundings. She looked to Twilight sleeping beside her, making sure her and Spike were still sleeping. Then, Fluttershy tried everything in her power to steam as quietly out of the Steamworks as she can.

She made sure to be really careful whilst driving. Spike wasn't coupled up to her, so Fluttershy would be done in if she didn't watch how fast she was going. She moved at a snail's pace over onto the transfer table, and even slower when she got off and took herself over to the west side of the building. On the westside was a large coal hopper where engines would fill their bunkers and tenders again after their visit. Further a head of these lines were a station platform and a set of buffers. There was enough space for an engine to safely buff into these buffers and reverse back towards the coal chute without. A prime set up for an engine with brake problems to safely stop themselves.

Fluttershy backed herself up all the way to the edge of the coal hopper were a set off butters prevented her from tumbling off. She squinted at the platform and it's buffers far up a head.

Then, hissing steam, Fluttershy build up speed and chuffed all the way towards the buffers. She focused on applying her brakes. Stopping with a screeching halt was the only thing on her mind. But her wheels never stopped. They kept on chuffing until Fluttershy reached the buffers and rammed into them with a loud thud. She soon recovered and stood waiting to see if the commotion woke anyone. Not a word or sound came from inside the Steamworks.

After sighing in relief, she backed up towards the coal hopper again and adjusted her sights solely on the buffers. Fluttershy became more determined. Then, she charged forward again with boiling determination. But still her brakes wouldn't slip on. She shut her eyes the closer she got. Doing this for Henry was the only thing on her mind now.

"Come on, Fluttershy! Brake. Brake!"

Suddenly, her wheels began screeching as her brakes slipped on. Fluttershy was too stunned to believe what she was seeing at first. Her smile beamed with exuberance when her eyes opened and saw herself slowing down a bit.

But then, her brakes immediately slipped off, sending a screaming Fluttershy rattling and colliding straight into the buffers with an even harder thud. This one managed to wind Fluttershy to the point where she merely remained biffed against the buffers with dizzying eyes.

When Fluttershy finally recovered, she stood pressed against the buffers, sighing and whimpering a little to herself. She wanted to keep on going but the lack of progress was taking its toll. Fluttershy was surprised when she heard another steam engine approaching her.

"Fluttershy," Twilight Sparkle inquired with a yawn. "What's with all the racket?"

She reversed next to the platform from across her friend. Fluttershy shied away in disgrace. Twilight had to deduce what the commotion was by examining Fluttershy and a set of buffers. Then it became obvious. She looked downcast herself.

"Oh."

Fluttershy held back her urge to weep when she began explaining what's been on her mind all day.

"He was right in front of me, Twilight. Henry saw us heading towards him, a-and warned me not to get close. That's when BoCo showed up and… A-and…"

She was too emotional to finish her sentence and the verge of breaking down.

"Got in the way," Twilight finished for her.

She looked back at Twilight. "I could still hear him calling for me, but all I could do was let myself be pushed around like I always am."

"Fluttershy-"

"I failed him, Twilight!" She interrupted. "I failed him and I'm still holding everyone back. All because I don't have what it takes to be an engine!"

At last, Fluttershy couldn't contain herself anymore and began to cry. Twilight Sparkle couldn't bare seeing Fluttershy so upset. It made her feel all the more saddened herself when Twilight remembered her troubles with driving just a few nights ago. Only now, Twilight and all her friends had a pretty good handle on their engine forms. All except Fluttershy, now fully convincing herself that they might never get to Henry at this rate, especially after the stint they narrowly escaped at the Dieselworks.

Twilight Sparkle knew she had to reassure her friend somehow. And she already knew just what to say.

"Fluttershy, leaving Henry behind wasn't your fault."

"But… my… brakes…"

"Remember what Sunset Shimmer was saying earlier; it's not too late. No one is getting left behind. Especially not our friends."

Fluttershy tried to keep herself together despite her unwavering weeping, which spiraled out of control again the more she reminisced about Henry and his bleak future.

"W-what if we are t-too late? He was counting on us, Twilight. I was so looking forward to seeing his forest with him and everything. But now he might be gone for good!"

"Don't think like that, Fluttershy. Henry wouldn't want you to beat yourself up like this. I'm more than positive he's still expecting us to keep on trying. We're his only hope."

Still sniveling a little, Fluttershy sniffed and fixated on Twilight.

"I mean, just look at how far we've come since our arrival. I couldn't even drive without being towed around. I knew I needed to step up. That's when I remembered what you and everyone else have been going through, and what Edward must've been going through. That was my driving force. That and Edward's words."

"You mean," Fluttershy repeated through her sniffles. "'Never, never, never give up?"

Twilight Sparkle beamed her proudest genuine smile, picturing everything they've done and hearing the motivation she needed to push herself. Now she was now passing it all on to Fluttershy.

"I accomplished what I hoped to. Edward never gave up on us. On me. Neither will Henry. And neither will any of us. Not even me."

Fluttershy finally stifled her weeping. She looked up to the sky coated in blue, black and purple with stars shining brighter than they ever had since their visit. Doing so had put her somewhat at ease again; enough to take her mind off the conversation.

"The stars look very pretty tonight, don't they," Fluttershy commented.

Twilight was caught off guard for a second when she too looked to the sky and felt the same warm feeling boiling through her.

"Yeah," Twilight exhaled a relaxed sigh. "They sure do."

This managed to seep a barely visible smile across Fluttershy's face the more she thought about Twilight's words, her journey on Sodor as well as their own. The thought of Henry feeling helpless and alone, especially after her first failed attempt, still ached her heart. But Fluttershy became surer than ever that they'll still have a chance to save him, just like he once did back when the Magic Railroad was spiraling out of control. Maybe she can still be the angel Henry once mistook her for the second he laid eyes on her. Although she didn't feel like she would at first, a new sense of determination still flourished Fluttershy.

"I know you didn't want to," Fluttershy said, reflectively, "But I'm glad you and Sunset are looking out for us. I'm not sure how either of us could've gotten use to things here without you two."

Twilight shrugged her cheeks. "We've all collaborated so well individually that I didn't think It'd be logical having just one of us take command. I especially don't think I was good enough."

"Neither did Princess Twilight."

This caught Twilight Sparkle off guard for a moment. Then she thought long and hard about the quote Sunset Shimmer shared with her, the one her pony counterpart from Equestria also learned during her time at Canterlot High.

Fluttershy and Twilight Sparkle spent the rest of the night parked outside looking up at the many varying stars coating the dark, purple night skies in all its captivating glory and shine. Fluttershy still thought about Henry's predicament as well as her own, but for different reasons now that she gained alternative insights. She thought about him some more and what he must be thinking right now. And though the thought saddened her still, Fluttershy tried to remain more determined than she ever felt during her arrival. And soon the thought of Henry's happy face as he's reunited with his friends and giddy chuckle gave her all the motivation needed to collaborate with her friends and accomplish what they've all set out to do and much more.

"I hope you're still here with us, Henry. Ooh. What I wouldn't do just to see you again." Fluttershy said before plucking more intent, "Hang in a little longer, Henry. We're coming for you. Or try to… at least."

* * *

 **To Be Continued.**


	23. Chapter 22: Song of the Siren

**Synopsis: Adagio Dazzle fears her plans may actually start falling apart with the Girl's lately rescue. Despite the fact that consuming their equestrian magic was proved successful, their own magic is starting to get strong the longer they stayed on Sodor. Now Adagio has to come out of hiding, not only to discover more detail about Silver Dust, but to officially retain dominance over Sodor and its diesels.**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 22: Song of the Siren**

Adagio Dazzle angrily stormed towards the Blue Mountain Quarry in a steamy huff. She had just arrived from Ulfstead Castle after failing to catch one of the Girls who made off with a steam engine her and the diesels were keeping captive. Luckily, they still had one, but now her enemies were close to reuniting both groups. Something had to be done to ensure that they don't combine their magic.

But before she could, Adagio went to check up on the little diesels she assigned to scavenge the quarry for Silver Dust, a glittery substance Adagio once encountered a long time ago. Now it's resurfaced on Sodor, both to her confusion and intrigue. She even forgot to be mad over losing the escaped engine upon chuffing further towards the turntable.

She came to a stop and looked around the loud, bustling quarry. Narrow gauge diesels were hard at work moving and mining slate from place to place. Impatient, Adagio then tried summoning Midlander with her red lantern. At last, Midlander reluctantly showed up and parked in front of the big DRB-50 steam engine looking down at her.

"Did you acquire or at least learn of the Silver Dust's origin like I asked?" Adagio issued. "And the answer better be that you did."

Midlander as a bit reluctant after hearing this. Clearly Adagio wasn't in the mood for disappointments which pressured her to avoid saying anything that would set her off.

"Uh, we have. It's just… well, follow me and we'll show you," Midlander began reversing backwards. "It's a bit more ways away than we thought."

Annoyed, Adagio complied and followed Midlander to their excavation site.

* * *

The Silver Dust trail led deep within the quarry, so deep that crewmen had to set up new duel gauge tracks for big and little engines to travel on. The two engines traveled through a makeshift canyon leading further away from the Blue Mountain Quarry. The path took them up through a mountain slope and down again to more narrow canyons. Then they reached the end of the line where crewmen were still putting down rails in a now much wider spectrum. The single track they rode on drifted off into three separate lines through a set of points. One they built for a crane to lower down more tracks, one continuing off deeper into the gorge, and another pointing towards a single, curved mountain on their left.

The workmen didn't question why they were being sent to pick this particular part of the mountain. Their job was simply to mine slate and have it delivered on time for standard gauge engines to collect, which was exactly what they continued doing, with only Midlander, a few diesels and crewmen looking out for Silver Dust.

Adagio examined the strange blue mountain. A sparkling line of Silver Dust trailed along the still constructed rails and towards the mountains cliffside below. The top appeared to have more grassland, albeit dried up and withered. There also appeared to be what looked like a giant, round boulder perched at the very top and held into place by a nest of moss and gravel.

"That's where the source of these silver sparkles is coming from?" Adagio asked.

"It is," Midlander hesitated.

"Excellent," She complimented. "Now, begin harvesting these sparkles by cutting through the whole mountain."

"Uh, hmm, well, the thing is, w-w-we can't do that."

"And why not, exactly?"

"Because," She then whispered, "That's… Boulder's Mountain!"

The crewmen gasped and immediately dropped their tools and stopped working to look over in shock to Midlander. Nearly everyone in their vicinity was in a horrific, stunned silence. All except an unconcerned Adagio, who kept looking at everyone and not knowing what the sudden panic was over.

"You see," Midlander said. "There's a legend behind this particular Boulder, one that nobody believed to be true until one fatal accident a few years ago."

Adagio hardly cared about any of that but Midlander proceeded to explain anyways, feeling that she needed to hear it for their own good.

"One day, some narrow-gauge engines where drilling into an old mountain Boulder once laid claim. But the drilling disturbed Boulder. So, he shook loose from its perch and landed onto the tracks. Boulder left nothing but a path of destruction everywhere he turned until finally, he stopped after rolling into and destroying an entire engine shed."

The crewmen were unsettled by Midlander's story. They knew the story all to well. Rusty, a narrow-gauge diesel, often told stories of the little diesel's own encounter with the boulder. And the way Midlander described it sent a shiver down their spines. Adagio was a bit appalled by the ludicrously she was hearing.

"After that, they were forced to close the old quarry and had Boulder moved to this very spot. It still stands there to this day, claiming this mountain alone as its new guardian. But still some say, on a clear night's sky, you can see Boulder gazing high up at the mountains from the distance; that its sighs are being carried off by the wind to where it once stood, proud and silent."

Adagio held a perplexed face, trying to process their story before adding her own pragmatic comments.

"It's a rock."

"Not just any rock! It has eyes of his own, a spirit even, like it's watching us. Nobody knows why he doesn't want us near this mountain. All we ever get is a warning. Nothing more. Otherwise, its mayhem and destruction for those who don't heed his warning. We're best leaving this part of the island… alone," she finished, ominously.

Every crewman present shared quivering looks to one another. But Adagio still appeared confounded, simply unamused, and done with their tall tale.

"… It's. A. Rock," She emphasized.

"Oh," Midlander said, meekly.

"That mountain contains an unimaginable amount of Silver Sparkles. And It had better be deprived of every last speck when I return. So, _don't_ approach me again until it is."

"But-"

Adagio Dazzle didn't listen though. Instead, she blew her whistle and took off whilst hissing steam at some of the crewmen and chuckling under her breath.

Midlander knew she couldn't dig into Boulder's mountain. But direct orders from Mr. Gisborne's engine are still direct orders from the controller himself. Workmen refused to get back to work, but Midlander and their manager ordered them to do so, despite high reluctance and a conscious voice urging them not to from everyone. Orders were orders.

* * *

The Dieselworks was now littered with broken down and derailed diesels laying flat on their sides next to the lines where the Girls knocked them off. Workmen did everything they could to get everyone back on the rails and fixed up of any damage they received. Diesels moaned and complained. Their tussle with the steamies took more out of them then they thought.

Class 40 went around giving out judgement to all the diesels being repaired. He came across Western, Skinhead and Whistler lined up on a single line. They were close to being repaired.

"Ha! Look at you all," Class 40 taunted. "Fancy letting a bunch of silly steamies tussle you about. I, on the other hand, showed those steamies what for. And haven't got a single scratch on me."

"Hey! I saws your scaredy engine running away from Mavis!" Western challenged.

"Agh!" He said, appalled. "That wasn't me! It was, uh, him!"

He directed their attention at Whistler, whose eyes shot open when Skinhead and Western loomed over to him. Both diesels were the same class and of similar liveries. It was convincing enough for Skinhead and Western to mistake Whistler as the diesel they saw running and screaming from Mavis instead of Class 40.

"Ha-ha-ha!" Skinhead laughed. "You're afraid of a little diesel!"

"No, I'm not!" Whistler retorted, defensively. "You've got the wrong engine!"

"Scaredy diesel, scaredy diesel!" Western teased.

The two kept laughing at teasing. Class 40, in all his smugness, quickly carried off before the trio could figure out his deception.

Meanwhile, BoCo was keeping an eye on Henry and Derek, who were still parked under the Smelting Foundry off to the east side of the Works. Henry was absolutely miserable. He was so close to being rescued, to be with his friends again. Now the Girls were gone, driven off by pestering diesels, and it was very likely that his time on Sodor was coming closer to an end than ever, especially after recent events. There was no way any diesel was going to allow them to return again after the riot that took place; Henry, BoCo everyone else knew it.

"Too bad that little steamie didn't get to you," BoCo boasted. "She didn't even try putting up a fight. It was like pushing an empty truck."

"No thanks to you, BoCo," Henry fired back, offended by his insult. "Why can't you be friendly like you used to."

He scoffed. "Nothing ever gets done by being friendly. Like Diesel said; hard as nails always gruff. That's the only way things get done now a days. Why do you think steamies don't belong on rails anymore? Those steamies will see the light eventually and cease all this nonsense soon. At least I hope so, for their sake."

Henry was peeved at this point. The three engines then heard Adagio Dazzle approaching from behind and stopping just before the crossing from afar. BoCo left without saying another word. All Henry could do was watch until he went back to looking downcast at the tracks beneath him and thinking about all his friends.

"Gosh, I'm sorry about your friends, Henry," Derek said. "Maybe they'll come back for you. They did seem very determined."

"Hoh. I want to be hopeful, Derek, but…"

Henry didn't have it in him to finish his thought. He knew his departure from Sodor was nearing closer than ever. How were they going to get to him with half the Island out to get them? Once the engineers tuned Derek's cooling system, he was ready to set out again.

"Just keep a chin up," Was all he encouraged. "You never know what might come around the corner. Take today for example."

Henry looked to Derek with a twinkle of hope in his eyes. Derek smiled when he saw this, getting the impression that his words actually managed to ease him a little.

"Like I said; they still seemed determined to me. That kind of dedication is rare these days. I admire that kind of push."

Derek honked his horn and left Henry alone at the warehouse, with nothing but his now inevitable outcome to anticipate.

Henry just sat by his lonesome, still thinking about all his friends, what they must be doing right about now, and how Edward must be feeling now that he's free. At least the others will be happy to have him and his wisdom to keep them in line. Then his mind trailed back to Fluttershy, and the thought of her made him depressed all over again. He imagined everyone missed him gravely, but hearing Fluttershy calling for him implied that she might've missed him most of all. And so he lingered on that thought all day, unable to dismiss the sadness he felt when picturing her face, or the longing to hear her voice and laughter again. He began to whimper despite his feeble attempt to hold back his woes.

"I miss my friends," He muttered to himself. "I miss my jobs, my forest, I miss my friends from Canterlot High. I miss you, Fluttershy."

With Edward now safe and away from the Dieselworks, Henry, for the first time in a long time, felt utterly lonely.

"We've rounded up Mavis and a few other diesels," BoCo confided to Adagio. "They're waiting by the junction to be decided on a suitable punishment."

"What about that one?"

She directed BoCo over to Derek approaching them and nervously stopped when both their attention shifted to him.

"What _about_ him?" He retorted. "Derek can hardly do much for us or those steamies."

Derek became depressed from over hearing this. But after speaking with Henry he tried not letting it get to him. Adagio nudged her cheek and thought nothing more of it. She already had a plan in mind to discipline all diesels alike who were falling out of line. Then she took off to meet with the other diesels.

"Well, c'mon then," BoCo said to Derek. "You wanna be a real diesel? Don't throw in your lot with those steamies. Try to at least act like you belong."

He honked his horn and took off with a reluctant Derek following suite. He didn't know how to feel about BoCo's advice. He wanted to be accepted by the others, but couldn't get those steamies off his mind.

* * *

Nearly every diesel on the Island had congregated at the Dieselworks. Packs and groups of diesels met around the center junction were a small group of diesels were being put on trial. Even ones that weren't fully repaired yet were nearby to bare witness the trial taking place.

Adagio rolled up between Diesel and Class 40, and inspected the group of diesels they brought forth to her.

"You've made a big mistake allying yourself with those girls," She said to Mavis. "Especially seeing how they've completely abandoned you."

"They know better than to risk getting into more trouble," Mavis said. "I don't blame them one bit."

Class 40 chimed in. "Uh, the rest, it seems, have been protesting uncertainties over the way we run this Railway. Little Diesel thought it a grand idea to have you straighten them out."

"Aye!" Skinhead said. "They refuse to play nice with their fellow diesels."

Mavis, Paxton, Salty, Philip, Sidney, and Daisy all stood in the center, surrounded by a sea of diesel locomotives scowling at the non conforming pack. Mavis and Salty tried to remain bold, but the rest didn't know what to think. They were terrified of all their fellow diesels and their sinister grievances directed at each one of them. It was clear as day that they weren't as aggressive as the rest were, which was how most of them ended up here. Derek stayed in the background to avoid unwanted attention, especially upon learning why they had the diesels lined up.

"Diesel!" Paxton tried reaching out. "Stop this now! We're suppose to be friends."

"What're they going to do to us?!" Philip asked, afraid.

"If I'm right," Mavis commented. "Something inescapable."

Adagio knew that the Girls might be close to figuring out a way to defeat her again. Their competence in facing the diesels proved that they were improving their engine prowess. She couldn't let this happen. Her pendent was constantly feeding off negativity, including the equestrian magic the Girls harbored. But sitting back and just waiting to consume all Sodor's negativity was beginning to slip. Now that her lantern was pretty much close to revitalization, she had enough power to finally make do with the rogue steamies herself and amplify her consumption.

So, she began initiating another tactic, one to ensure that Sunset Shimmer and her friends kept on feeding her all the negative energy she needed.

Adagio Dazzle beamed a sly smirk. "There doesn't have to be any punishment if you'd all just comply. Why not put all this behind us and pretend like we're still not clinging onto old habits, hmm?"

"I'd never work alongside the likes of you!" Mavis rebelled.

She continued acting smug. "You may not blame them now. But you will. All you need is a little… _push_ in the wrong direction."

Mavis knew what was coming and prepared herself. Adagio jerked forward a bit and began singing her hypnotic melody.

"Ah, ah-ah, ah-ahh. Ah, ah-ah, ah-ahh."

But only Daisy the Diesel Railcar seemed to show the most signs of her voice taking effect. It didn't take much for her to quickly conform and awaken with eyes greener than her own paintwork.

"Ah, ah-ah, ah-ahh."

Salty was the most surprised by this out of all of them. Mostly by the engine singing and the way it influenced Daisy. He peered at Adagio the more she sung, and discerning something awfully familiar about their predicament.

"Ah, ah-ah, ah-ahh."

Daisy's shift was complete. She scowled at Mavis and the others upon rolling past the stunned group to join with the rest of the possessed diesels.

"Arrr," Salty groaned after a quick thought. "I'd not heard a melody such as that since the days of old sea shanties."

"What do you mean, Salty?" Mavis asked.

"I mean the way she sung, me hearty. Tis a tale passed along from sailor to sailor. Tales of a creature so deceptively beautiful, but could spellbound any unfortunate sailor who happen to brave dastardly capes and risky coasts."

Adagio simply arched a confused brow. Neither her nor any of the diesels around could make out what he was getting at.

"A creature who lured nearby fishermen with their enchanting music and singing voices, sendin' their ships crashing into their rocky isles, and sinking to oblivion in the deepened oceans."

Philip and a few others were admittedly frightened while some seemed curious and fascinated by Salty's story. Mavis kept listening intently, along with Adagio. Ponies back in Equestria would tell stories of her kind in ways that were sometimes a bit exaggerated, much like what she was hearing now. It was almost strange to hear someone like Salty describe what she could be from his perspective.

"Victims of these shipwrecks now drop anchor to yield a warnin' to those who'd face a similar fate. Until the message soon became clearer than the jewel blue itself. 'Ye beware; the song of a Siren!'"

Adagio was a bit surprised at first. So were some of the diesels, who began murmuring among each other over whether Salty's claims were true, claims that Adagio wasn't expecting everyone to begin questioning.

Mavis was just as surprised. "You know about the Siren, Salty?"

"Aye! It be a common tale alright. But I've not the slightest clue how this one found themselves taking the form of a steam engine. Harrr."

"She's only a steamie because that's what she turned into when entering the Magic Railroad."

The diesels became even more feisty and inquisitive. Adagio could hear them beginning to question her. The only ones that didn't were Diesel and Class 40. Even BoCo was beginning to look doubtful.

Were they really under her spell? There were diesels present that knew Salty well and while most times his stories do tend to get carried away, it didn't excuse the fact that Salty knew a fair deal about sea life and others who worked on it. Stories about Sirens were indeed pretty common in their world, but this was a first for Adagio. She didn't know her kind had existed in this world at one point, or rather allegedly. Perhaps they too suffered the same fate as Sirens did in Equestria.

"Everyone, listen," Mavis announced. "She's using her voice to make us aggressive and turn against each other to gain negative energy. That's why we're not like you."

"Yarrr," Salty groaned while facing Adagio. "Years passage must've left out more detail than I remember. There be no part in the story of a Siren's power depriving off of conflict."

"Those were just fairy tales." Adagio Dazzle creeped a sinister grin, " _I'm_ the real thing!"

Mavis, Salty and the other rogue diesels became more terrified.

"Guess this batch needs a little more persuasion."

Adagio's pure red lantern began pulsating and glowing a brightening red light. Soon all the diesels who had been murmuring doubts about her were quickly silenced. One by one, their eyes glowed an eerie green, until just about every diesel in the yard fixated on the resisting diesels with determined scowls.

She had conjured all the negative energy needed from their fight with the Girls. Now all Adagio had to do was spread that energy around and consume more of their negativity to enforce and officiate total dominance over every diesel, and everyone whose yet to give in to her charm. Nobody would have any free will left to wonder about her motives by the time she was done with them.

"We best skedaddle, shipmates," Salty instructed. "Before she puts us all under her spell!"

The brigade of diesels honked their horns and reversed away to exit the Dieselworks. Several diesels prowled after them in hot pursuit. Adagio, with Diesel and Class 40 by her side, simply watched with amusement.

"Fools. Haven't they already figured it out."

* * *

[ _Adagio then slowly chuffed forward with the other diesels following her._ ]

 **Adagio Dazzle:** "Oh-whoa-oh, oh-whoa-oh!"

"You didn't know that you fell."

[ _Mavis and the others tried running away from their pursuing diesels. Adagio came to a stop just underneath the Dieselworks entrance with her glistening lantern still working its magic._ ]

"Oh-whoa-oh, oh-whoa-oh."

"Now that you're under my spell."

[ _Each diesel were being chased by another all over the Island. Salty was being chased by Skinhead, Paxton by Western, Philip by 'Arry & Bert, Sidney by Norman, and Mavis by BoCo._]

"Blindsided by the beat."

"Rumble and shake ground's gonna quake."

"You didn't know that you fell."

 **Diesel engines:** "Oh-whoa-oh-oh-oh."

[ _Adagio still continued rolling along the track she hugged with varying diesel locomotives beside her, often joining along as her voice invited more to join in as they pleased. Green mist began to steam from her engine all the while._ ]

 **Adagio Dazzle:** "Now you've fallen under my spell."

"Oh-whoa-oh-oh-oh-oh."

[ _BoCo, A meek Derek, and Class 40 each_ biffed with a hard thud against some buffers in front of them. _Then Skinhead, Western, and Whistler did the same on separate lines._ ]

"I've got the music; makes you move it."

"Got the song that makes you lose it."

[ _Diesel chased down Sidney on a single line clouded with green mist between all the diesels who had lined up against the buffers from both sides._ ]

"I say 'jump', you say 'how high?'"

[ _Adagio and a few other diesels simply watched them zoom by from their respected spots. Sidney was corned against a chicken den. Diesel caught up and bumped Sidney straight into the large, wooden hut with a crash that sent chickens flying everywhere._ ]

"Put your hands up to the sky."

[ _Sidney was now rolling down the Fenland Track, a line that runs over a long bridge near the Fenland Fields. He was covered in chicken feathers and yolk, and was scowling with anger._ ]

"I've got the music; makes you move it."

"Got the song that makes you lose it."

[ _He had his intent to blow off frustration set on Mavis, who found herself trapped between a broken section of the bridge that was cut off until repairs were made. Adagio Dazzle rode on the other line next to Sidney's, watching him build up speed and charging towards a now frightened Mavis._ ]

"I say 'jump', you say 'how high?'"

"Put your hands up to the sky."

[ _Sidney biffed Mavis hard enough to jerk her over onto the broken section, which immediately began to crack beneath her weight and snapped apart completely. This sent Mavis falling back and toppling into the river, leaving her front buffers and side rods submerged in the near deepened water._ ]

"Oh-whoa-oh, oh-whoa-oh."

"You didn't know that you fell."

"Oh-whoa-oh, oh-whoa-oh."

"Now that you're under my spell."

[ _Meanwhile, Adagio Dazzle chuffed by the two diesels just on time to see a dazed Mavis sitting between where the bridge had snapped, and for a still peeved Sidney to purr away from the scene. Green mist began to seep into her Lantern along the way, just as she hoped._ ]

"Oh-whoa-oh, oh-whoa-oh."

"You didn't know that you fell."

"Oh-whoa-oh, oh-whoa-oh."

"Now that you're under my spell."

[ _Now over at Brendam Docks, little Philip was being chased around the docks by a few diesel locomotives. He couldn't lose the much faster and bigger diesels, but Philip still managed to avoid getting trapped by any of them._ ]

 **Adagio Dazzle:** "Listen to the sound of my voice."

 **Diesel Engines:** "Oh-oh, whoa-oh-oh!"

[ _Salty was also being chased around the docks as well. Now by Mavis, with her entire side rods and cowcatchers stained with lake water. He was trying to reverse away from her, but was also having trouble shaking Mavis off, even as Salty reached closer to the quayside._ ]

"Soon you'll find you don't have a choice."

"Oh-oh, whoa-oh-oh!"

[ _At last, Salty accidently veered onto a separate track and rammed back into some trucks that were conveniently in his way. His eyes twirled from the sudden impact, dazed and exhausted._ ]

"Captured in the web of my song."

"Oh-oh, whoa-oh-oh!"

[ _When he gained consciousness, all he saw in front of him was a surly Mavis reversing back to make way for an oncoming flatbed loaded with boxes and paint cans sitting on top and charging towards him. Salty could do nothing but scream_.]

"Soon you'll all be singing along."

"Oh, whoa, oh!"

[ _The varying paint cans flew over in a flash and splattered poor Salty with splotches of red, green, yellow, blue, and any color that left a sicky mess all over his entire front side. And once the mess was cleaned, Salty, still covered in paint, began his chase after Philip down the docks._ ]

 **Adagio Dazzle:** "I've got the music; makes you move it."

"Got the song that makes you lose it."

[ _Philip was running out of fumes and places to run. Salty, with his newfound enraged intent, wouldn't quit chasing him. He lured Philip along the quayside and towards the crossrails where a ferry would embark to let off engines._ ]

"I say 'jump', you say 'how high?'"

[ _The two passed Adagio Dazzle, parked in front of a crossing that prevent Philip from taking said route to escape, and instead headed towards where a watery downfall awaited him._ ]

"Put your hands up to the sky."

[ _Philip had nowhere left to run now. He could only stop before the edge of the crossrail, and waited for Salty to charge up and ram Philip completely off the docks._ ]

 **Adagio & Diesel Engines:** "We've got the music; makes you move it."

"Got the song that makes you lose it."

[ _Philip, now soaking wet from roof to wheels, angrily found and cornered Paxton, reversing down a track that cuts off just above a rocky ditch. The little diesel puts in all his strength and effort to push Paxton completely off the edge, and send him tumbling down the rubble slope until crashing at the very bottom._ ]

"We say 'jump', you say 'how high?'"

"Put your hands up to the sky!"

[ _Adagio, along with Diesel, had parked against two sets of buffers that were actually fitted properly to prevent anyone from falling into the ditch. The two kept singing while Philip angrily stormed off, leaving behind a trail of green mist that blended with Adagio's steam and surrounded her and Diesel._ ]

"Oh-whoa-oh, oh-whoa-oh!"

"You didn't know that you fell!"

[Powdered rock from the impact wafted everywhere. _Paxton recovered from the fall and gazed up and his tormentors still singing and relishing in his accident._ ]

"Oh-whoa-oh, oh-whoa-oh!"

"Now that you're under our spell!"

[ _At last, all the diesels were on her side now. Adagio rode confidently down a darken, purple and orange back drop with many diesels beside her on each side. Diesel, Mavis, 'Arry, Bert, Salty, Phillip, and Sidney rode on the left. BoCo, Class 40, a still reluctant Derek, Den, Dart, and Norman rode on the right._

Green mist from all the conflict conquered clouded their entire vicinity from around their wheels as they drove over the sparkling energy.]

"Oh-whoa-oh, oh-whoa-oh!"

"You didn't know that you fell."

"Oh-whoa-oh, oh-whoa-oh!"

"Now that you're under our…"

 **Adagio Dazzle:** "Spell."

She finished off her song, as everywhere but her and the green, negative energy surrounding their wheels faded to black. Adagio lets out maniacal laughter, until the darkness completely overcasts everyone and everything now undeniably influenced by the Siren and her song.

* * *

 **To Be Continued.**

* * *

 **Lyrics Used:** "Under Our Spell" From My Little Pony Equestria Girls: Rainbow Rocks.

 **Sung By:** Kazumi Evans, Madeline Merlo & Shylo Sharity (Original)

 **Composers:** Daniel Ingram (Music), Meghan McCarthy (Lyrics)

 **Copyright Owners:** Hasbro, Inc™


	24. Chapter 23: Dirty Work

**Synopsis: The next event of the Crystal Race was about to begin, and both teams were busily preparing to win. But things start looking bleak when Diesel thinks up a scheme to ensure his team's victory, while the Engines are happily reunited with an old friend they feared would be long gone.**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 23: Dirty Work**

That afternoon, the Wondercolts and Shadowbolts all met with Principal Cadance at Crystal Prep Academy. Both teams followed her through the corridors of CPA's hallways, passing by students who barely kept their snickers to themselves upon seeing the Engines walking by. Nobody had forgotten their embarrassing turn out during the Academic Decathlon the other day.

Meanwhile, Principal Cadance was going over the rules for their next event for the Crystal Race.

"Since we're fairly far into the fundraiser to compensate for the Wondercolt and their, uh, 'unusual tactics'," She said, politely. "We'll just have to work around what we're able to so both teams can have equal advantages."

But all anyone could do was exchange grievance through pestering glares. The Shadowbolts knew they couldn't be rude in front of Cadance. So, they tried holding all reserves as best they can, along with the Engines, who tried ignoring their opponents and the CPA students giving out their own judgmental and mocking glances to the Wondercolts. Diesel seemed to be the only one yuking up all the tension.

"Plenty of donors are thankfully still interested in contributing. So, if everyone can keep up the hard work, teamwork, sportsmanship and determination, then we may just prowl through and avoid any further complications."

Still nobody listened; unknown to Principal Cadance. James and Indigo Zap stared down, Toby and Sunny Flare shared unimpressed side glances, and Gordon and Sugarcoat could barely stand either one's prestigious arrogance. Emily tried not showing any ill will, but couldn't help herself after noticing Sour Sweet occasionally giving out her disapproval arched brow to each of her friends. The only ones getting along were Percy and Lemon Zest. Both were happily enjoying the music on her phone through their wireless pink and red headphones. They remained blissfully unaware of the tension.

At last, they reached the double doors leading to the school's welding and woodworking classrooms. Cadance held a door open first before stepping in.

"Here's where you'll begin prepping for today's event. I believe everyone will greatly enjoy what we have planned."

Percy decided to be nice and hold open a door for the other team. He hustled his way past both groups and caught the door before it closed. Then politely gestured his hand towards the Shadowbolt's direction.

"After you!" He smiled.

Sour Sweet sweetly clamped both palms together and smushed them against her cheek.

"What a little sweetheart!" She then bitterly shoved Percy aside. "Now out of my way!"

A disgruntled Percy rubbed his shoulder while watching Diesel and each Shadowbolt pass by. None of them didn't even acknowledge or thank him for his politeness. Diesel simply chuckled at his displeasure. His mood quickly changed, however, when Lemon Zest stopped and shot Percy a friendly smile. Percy happily gripped an ear muff from his red headphone with one hand and gestured her to go after him with the other.

"Thanks, Percer," She said, nudging his shoulder. "Cool song, right? Makes you wanna scream and shout!"

Though the volume wasn't as loud as she was used to, Lemon Zest kept it low so that Percy could enjoy the music only they could hear through their blue toothed headsets. The song was still rowdy enough for Lemon to rock out uncontrollably to and wail rocker screeches. Percy simply stood by the door and kept waving while sighing with bliss.

"Huh! The nerve of that diesel and those girls," James commented with crossed arms.

"Precisely," Gordon commented. "Hailing from a better school gives them no excuse to act all high and mighty."

"She doesn't seem all that bad," Percy said.

Both teens gave Percy a perplexed and suspicious brow. Percy quickly tried correcting himself when he noticed Gordon and James' judgement looming over him.

"I mean THEY! I mean, they're not nice… people."

Gordon and James simply shared confused glances to one another.

* * *

Everyone met near an empty space located near an opened garage door leading outside. There were some CPA students obstructing and crowding over small, strange looking vehicles. They touched up some portions of the secret objects.

Then, the Engines were all met with a surprise once the students stepped aside and went back to their work stations.

In front of them were two rows of six, downhill go karts. They were all identically constructed, and made almost entirely out of wood with the exception of a few parts that helped the vehicles function. Each Kart was built on metal chassis' that included cushioned leather seats, four foam-fitted tires, disc brakes, rubber bumpers on both ends, rollbars on the doors and trunk, and linear rack and pinion steering wheels.

The Engines were amazed by the karts. They murmured among each other with excitement, already getting a good idea of what their next challenge will be. Everyone went up to the two rows while Cadance began giving out instructions. But she couldn't help but notice something missing upon facing everyone.

"Are the Wondercolts short a member?" She asked.

Diesel and the Shadowbolts were quick to give their smug remarks to the other team regarding their missing member. Emily stepped up however to inform her.

"Yes, ma'am," She said. "Our friend Juniper took Thomas to film his big movie. We're not sure how long he'll be gone for."

"Will he be back before we actually begin?"

"He will. Thomas wouldn't abandon anything he set out to do."

"I should hope so. Otherwise, I might have to have someone else fill in for him if he's not on time. But seeing how we're already half way through, that's not entirely an option at this point either."

The Wondercolts were worried over the thought. Percy was just as anxious over Thomas not making it on time. Would they have to compete without him? But he and the others tried not to worry about it when Percy remembered what Cadance briefly mentioned what their first task will involve.

"Um, so, did you say something about decorating?"

"That's right!" She continued. "The next lap of the Crystal Race will be a downhill go kart derby, which will take place outside school grounds near Canter Slope Lane."

"Canter Slope Lane. That's like the steepest hill in the whole city!" Indigo Zap said anxiously, before striking her fists to the air in excitement. "Just how I like it!"

"Each team must first decorate their respected, handcrafted karts to sport their school's emblem along with any stylistic flare of your own choosing."

The Engines were in deed excited. They loved being painted as engines but now they were going to get to paint their very own karts. The thought of this activity sounded fun. The Shadowbolts weren't as eager though. They were more or less looking forward to actually competing once all the tedious bits were done and over with.

"It was Applejack and the others who made these?" Toby asked, after observing one of the karts.

"That is correct," Cadance confirmed. "Since your team was added at the last minute, you'll have to represent their work instead."

Toby and the others felt honored. But the Shadowbolts didn't think the Engines deserved to show off the karts Twilight and her friends made.

"The Shadowbolts will have to finish touching up their karts once classes are over for the day. Wondercolts, you're free to get started on yours in the meantime."

The Engines all cheered. They had plenty of ideas for how they were going to decorate their karts, especially after learning that their good friends were the ones who originally crafted them.

"I'll be organizing everything for the derby this afternoon. Please see Shining Armor if you have any questions." Principal Cadance then left while happily waving back at everyone. "Good luck, everyone!"

Everyone else tried wearing meek smiles while waving in return until she left the shop. When she did, both groups immediately went back to frowning, crossing arms, and giving out sneers to one another.

"So, your friend's starring in a movie now?" Lemon Zest asked Percy.

"That's right!" He said. "He's voicing himself in that new Thomas movie Juniper's uncle is making."

Sour Sweet slouched with disbelief. Everyone but Sugarcoat gave off similar impressions from this news. Diesel was more confused if anything.

"Seriously?" Sour Sweet said bitterly, then switched to being sarcastically sweet. "Well… good for him! I mean talk about perfect casting!"

"But-but, why would they make a movie about Thomas?!" Diesel said, flabbergasted.

"That's what we've been saying!" Gordon said.

"His TV show is really popular among kids in this world as it turns out," Toby explained.

This was all new to Diesel, who didn't have any words to questions its surrealness. 'How does Thomas have a TV show?' 'What even is a TV show', he thought.

Sour Sweet was going through her own comprehension. Why would he, of all people, be chosen to voice Thomas the Tank Engine? She thought of him only as completely pretentious and full of himself. From what she associated with Thomas' TV show, however, that might just fit the bill to a tee, especially with the new direction they've been taking his show. This still greatly irritated her.

"The guy does like referring to himself as such," Sunny Flare commented. "Of course, he'd want to embody the character any way he can."

"Ugh-bu, How?!" Sour Sweet stuttered, resentfully. "Doesn't the creator realize the mistakes they're making by going with such a thoughtless choice?"

"And you're getting worked up over a fictional character you used to like, why?" Sugarcoat said.

Sour Sweet leaned over her with a finger pointed in a threatening manner.

"I _never_ like that dumb show! Got it?!"

Sugarcoat and the other Shadowbolts were a bit surprised by her defensive response. She turned to the engines again still bitter over Thomas' casting.

"I just don't get why they'd hire a huge jerk to voice an equally annoying cartoon train."

"Hey! Thomas isn't annoying or a jerk!" Percy said in his defense.

"Well…"

Emily shoved James' shoulder before he could finish, much to his arm rubbing irritation. Her and the other engines weren't about to start another argument with their opponents.

"C'mon, everyone," Emily suggested. "Let's find some paint pots to paint our karts with."

The Engines all left the room one by one. Percy made sure to stop and wave back to Lemon Zest before he too exits the woodshop. Lemon was in the middle of waving in return when she noticed all her friends crossing their arms and giving her disapproving glares.

"What's the deal with you and that Wondercolt anyways?" Indigo Zap interrogated.

"You do know he's on the other team, right?" Sunny Flare mentioned.

"Whatever. He's not like those other guys." She fiddled with her phone coyly, "Percy's cool. He likes listening to my music and stuff."

"We're not here to make friends with them, Lemon," Sour Sweet said.

"Yeah, well, weren't we also supposed to lay off budding heads with the other team? That's what we did with Twilight and her new friends."

"Only because they're not a bunch of stuck up, pretentious, showboating wannabees who don't know their place from the back of their hands," Sugarcoat said.

"It'll get Principal Cadance off our backs about sportsmanship," Lemon grinned, meekly.

Sunny Flare scoffed. "Friendship and sportsmanship are two vastly different subjects, dearie. One doesn't require having him listen to your music like you always try to do with us. So, keep your head in the game and drop him!"

Then Sugarccoat, Sunny Flare, and Indigo Zap all left for their classes with chins to the air while walking pass Lemon Zest, feeling rather offended. A conflicted Lemon Zest slouched in disappointment and followed her friends out of Woodshop anyways.

* * *

Sour Sweet was about to leave also, but Diesel called and stopped to get her attention. He had been concocting another devious ploy to throttle his team to victory. It was unfortunate that the others had to leave right has he finished processing his idea. But Sour Sweet was still all he needed to try and confide his plans with, given her own self-appointed position.

"Sour Sweet," He said. "I'd like to ask something; something only you, as our fearless leader, can approve of."

"Thought you were in charge now," Sour Sweet crossed her arms.

"But, why would I be when we all know you're what's keeping our team going?"

"Really?" She asked, sweetly surprised.

"That is what you've been doing, hasn't it?" He smiled.

Unknown to anyone, however, Juniper Montage entered the shop to look for Thomas' friends. Her and Thomas had arrived at CPA after Thomas finished recording his movie lines for the day. She was told they'd be working on their karts in woodshop. But instead, she only found Diesel and Sour Sweet alone and talking about something she could faintly hear. She hid outside by the garage door, standing stiff with her back pressed against the purple bricked wall.

It didn't matter how appreciative she felt over his acknowledgment. Sour Sweet smelt something fishy. It seemed way out of place for Diesel and his off-putting smile to suddenly refer to her as their leader.

"What do you want?"

He wrapped an arm over Sour Sweet's shoulder, much to her irritation and discomfort.

"It won't look good for this race or your 'reputation' if the Wondercolts end up stealing another win from us. You and I both agree that can't happen."

She promptly slipped from his wrap.

"Yeah. And?"

"Wouldn't it be unfortunate for the other team if their karts just so happen to… fall apart during the race?"

Sour Sweet raised a questionable brow.

"Maybe the wheels fly off or the steering isn't quite right. Whatever the case; it would ensure our victory with no way for the Wondercolts to catch up."

"You want us to cheat?"

"Not cheat. More like, giving us an advantage."

"That's still cheating, Diesel!"

"Oh, please! A little accidental kick to the wheel and a loosening of the steering rod is all it'll take. I'd hardly call that interfering much!"

Sour Sweet panned over to the two kart rows, particularly the ones Twilight's new friends from the original Wondercolts team made, ones that Thomas and his friends would now be representing in their supposed honor. Diesel crept in closer and spoke with confidence and a cunning demeanor.

"Besides, the Wondercolts are properly incompetent. It'll just look like their school couldn't assemble their own karts as far as anyone's concerned. No one will ever have to know. It is consistent enough to seem believable."

Sour Sweet stood, stunned and uncertain. It did sound easy. The thought was very tempting. After this, it'd be next to impossible for the Wondercolts to even earn any points to surpass their lead. Diesel continued looming over her, thinking he was winning her over to his idea.

"I know I'd want to see those silly steamies fall. Just as I know very well you do too. What do you say?"

Sour Sweet didn't know what to think.

She did want to win over the Wondercolts. But deep down she knew that sabotaging the other team was wrong, especially when her and her team have been guilty of such similar acts; acts that've blow up in their faces and risked either destroying their world, or losing a simple dance video competition due to their own derivative conundrum. Sour Sweet was then reminded of Diesel's unhelpful antics during his period with her team. And the fact that he was suggesting a deceitful ploy showed he truly did have just as little experience as the Wondercolts do to stoop so low.

Juniper Montage was speechless. She kept her mouth covered to avoid being heard. Things became too quiet, which frightened Juniper into taking off as quick as she can before anyone learned she was there.

Still eyeing all their karts, Sour Sweet then wore a scowling glare and clenched her fists tight the more she thought it.

"No."

"Um, what?" Diesel asked, a bit shocked.

"I tried using dirty tactics once to win something, and it almost backfired on us. So, don't even _think_ about laying a finger on _any_ of their karts because so help me!"

Diesel flinched with fright when Sour Sweet waved her fist out in a threatening manner. She then pointed and tapped his chest with her finger. If there was one thing Sour Sweet was certain of, she wasn't about to stoop so low again.

"We're gonna win _our_ way because the Shadowbolts are smarter and better! And we don't need to steal, copy, or cheat to show it!"

Sour Sweet then stormed away, leaving Diesel alone to twitch in terror until she was gone. When she was, Diesel lets out a relaxed sigh and smiled.

"Oh, how noble of you Shadowbolts. Too bad I couldn't care less!"

He then went over to the shop class student, who where sitting by their workbenches, busy with their own project and not paying any mind to anything until Diesel appeared.

"Would it be possible for you lads to make a few 'modifications' to some of the apposing team's karts?"

The group of CPA students all looked at each other, deciding on what to agree on. Then each of them smirked deviously while holding up some wrenches, power tools, and wood cutters. The Shadowbolts may be against sabotaging the other team, but most CPA students never really liked the new Wondercolts, and were more than willing to do just about anything to see them fail again. Diesel directed them to which karts to tackle and stepped out the way so they could get to work.

Everyone got started on disassembling the Wondercolt's karts.

Diesel laughed manically under his nasally chortle while watching the CPA students loosen and tear apart the wheels, steering wheels, bumpers, and whatever modifications that were made to function properly. They would then move on to reassemble them again so they'd feel loose enough to completely fall off when taken out to the racing slope.

One thing Juniper Montage knew as she frantically searched for her friends was to warn them before it was too late.

* * *

Meanwhile, the Engines had collected enough paint pots and decorating tools and were heading back to Woodshop through CPA's hallways.

"Mine's going to be a lovely emerald with sparkling gold," Emily said, eagerly.

"Mine's going to be shiny and red like myself," James boasted. "It'll be a splendid sight for the judges to get a load of this team's standout contestant."

"Maybe Gordon should paint his to resemble Shooting Star then," Toby joked.

Everyone laughed but Gordon only groaned and shivered over his reminder.

"I'll have to find somewhere to place these," Percy said, referring to the red headphones around his neck. "I'd hate to damage Lemon Zest's headphones while we're busy painting."

"Why are you carrying around those things anyway, Percy?" James asked

"Don't tell us you two are actually friends," Gordon said.

Percy's face flushed red. "Well, she is very nice. And she did give me these so we can both listen to her songs."

"I think it's nice that they're getting along," Emily said. "At least one Shadowbolt is trying to be friendly."

"Huh! They're _all_ nothing but trouble," Gordon refuted. "Have you not seen how they treat us? Treated me; like I'm some silly tank engine?!"

"Exactly," James added. "You can't trust those Shadowbolts. She's probably just spying on us. I bet that's why she gave you those headphones, Percy, so her teammates can listen in on everything we're planning!"

"That's not what they're for, James," Toby corrected. "I agree with Emily. Maybe it'll teach her own friends to start acting friendly too."

"It's not the proper thing to make friends with our opponents," Gordon said. "Percy, the next time you see Lemon Zest, return those headphones and quit speaking with her."

"But…" Percy sighed.

He didn't know what to say. So, he simply looked down at his feet and didn't speak another word on the matter. The other engines mostly took his silence as his agreement. But Percy didn't want to end his friendship with Lemon Zest.

* * *

Then, Percy was shocked when he looked down the hall and saw two familiar figures approaching them. His eyes widened with disbelief.

"Edward?!"

"Edward?!" Toby also said. "Where?"

"Don't be silly, you two," Gordon said. "Edward is still back on Sodor…"

He stopped himself midsentence when the two figures appeared closer for him and everyone else to finally make out as well.

"Edward?" He said, astounded.

Approaching them from across the hallways was Sunset Shimmer, along with Edward, baring the same recognizable and reassuring smile he was known for.

Everyone immediately dropped everything and ran over to him, all except Gordon. They crowded around Edward in a group hug. Edward wasn't prepared for their bombardment, but still laughed along with his friends regardless and allowed them to fully embrace him for as long as they did. He was too thrilled to see all his friends again to care about anything. Percy, Toby, Emily and James took their turns expressing their gratitude's, both in regards to his safety and the efforts Sunset's friends must've made to get him here.

Sunset Shimmer simply stood by with a smile and crossed arms. She was proud to see him reunited with the other engines again. Edward still had on an untucked white dress shirt, a blue sweater with an open chest pocket and a yellow number 2 patched on side pocket. Blue twill pants with a red belt and blue suede shoes with red lacing from when he first entered the world of Canterlot High.

Gordon wouldn't dare let Edward see him. He was too ashamed over what happened to Edward and Henry because of what he felt guilty for. Rainbow Dash had already assured Gordon that his speed wasn't what caused their capture. But Gordon still felt that Edward and Henry would still be cross getting them caught in the first place. So, he kept his distance from Edward, hoping that he doesn't speak or notice him.

"Gordon!" Edward greeted, happily. "Aren't you gonna join us?"

Gordon shyly inched closer to everyone. Edward found his behavior strange. He tried checking up on Gordon but everyone began asking him questions regarding what state Sodor was in. Edward had just as many questions but was equally happy to answer what he could.

"Wow! Nice duds, everyone," Edward complimented. "You fit in pretty nicely with Canterlot City."

James proudly wasted no time showing off his outfits.

"Rarity put them all together especially for us."

"We missed you so much, Edward!" Emily said. "You're not hurt at all, are you?"

"Nope! Good as new, Emily. Better even."

"But, what about Henry?" Percy asked, looking to Sunset. "I don't see him with you two."

"We could only rescue Edward," Sunset made clear. "Henry's still okay… for now at least. We're working on-"

Suddenly, Percy went up and hugged Sunset Shimmer next, much to her surprise.

"Thank you, thank you, thank you, Sunset!"

Sunset smiled and gently patted the top of his head.

"So," Edward said, "you're all competing for a fundraising competition I hear."

"How-"

Percy was cut off when Sunset answered for him with a rather stern tone.

"We stopped by Canterlot High and heard who replaced us from Principal Celestia."

The Engines soon remembered what Sunset and her friends told them about entering the Crystal Race. They shifted from ashamed, guilt ridden, and playing up sheepish smiles to seem innocent. But Sunset Shimmer and her strict demeanor weren't falling for it.

"Would now be a bad time to mention that Diesel's also competing and that if we lose, we leave Sodor forever?" Toby asked, shyly.

Sunset was shocked. Then she grits her teeth angrily at the thought, mostly with Diesel and how he must've cornered them into agree with his offer. 'So that's what Diesel and her Sodor friends have been doing the whole time,' she thought. She was properly frustrated.

"That would be a definite yes, Toby," Emily said, nervously.

She pinched the bridge of her nose then tried to calm down before speaking again.

"Why would you guys agree to anything he says, especially after we specifically said not to join in the first place?!"

"It wasn't our idea," James defended. "Thomas was the one who opened his big mouth when he tried making friends with the Shadowbolts."

Sunset was still disparaging when everyone saw yet another blue figure approaching her from behind. He was running fast and slowed down as Thomas finally arrived to meet his friends.

"Oh! Speaking of which," James judged. "Look who finally decided to show up."

Thomas leaned on his knees and panted. "I'm sorry, everyone. Recording lines takes a lot longer than you'd think."

"Well, you better not let it hold you up again, Thomas," Gordon reprehended. "We can't afford to let that silly movie of yours cost us the game."

"I'm not even gonna ask," Sunset said.

Then Edward went up to Thomas next.

"Say, Thomas, what's this I hear about us being famous in this world?"

Thomas' eyes widened and looked up to see Edward smiling down at him. He was nearly speechless at first, double blinking before catching on who's standing in front of him. This wasn't a dream. His good friend Edward was really here. Thomas' overjoyed relief and excitement then kicked into overdrive.

"E-Edward? You're here! You're actually here?!"

"I sure am, Thomas."

He then embraced Thomas as quickly as he did. The two friends were grateful to be reunited once again. Thomas peaked behind Edward to see Sunset Shimmer standing behind and let's go to greet her next.

"Sunset! You did it! You rescued Edward and Henry!"

"Ah, just me, actually, Thomas," Edward corrected.

"Oh."

Thomas felt a little disappointed. But having Edward with them now gave him hope that Henry would soon be on his way sooner than Edward did.

"But you and the others will rescue Henry soon, right?"

But Sunset kept her arms crossed and gave a judgmental glare while tapping her elbow. Thomas' smile slowly faded to confusion over her arched brow, frown, and lidded eyes. He eventually caught on what she was getting at and sheepishly rubbed the back of his head while darting his surroundings.

"Oh, uuh. By the way, we entered the Crystal Race," He chuckled, coyly.

"You don't say," She scolded. "And now you're competing to prevent Diesel from kicking you off Sodor?!"

"Hey, at least we're doing better than you said we would," Thomas refuted. "We even won the first challenge."

"And the next challenge involves another race but with karts now," James said. "None of that math or sciency nonsense. Just a good old-fashioned race to score more points."

"Great. How many points did you make in the decathlon?" Sunset asked.

James and the others all exchanged shamed glances and hung their heads while rifling through yesterday's event. They didn't do well at all. Only Toby was able to score them points, but even then the Decathelon put the Wondercolts far behind. Thomas sighed too upon remembering his failure during the last half of that event, which was publicly displayed for both schools to witness and laugh at.

"I'm sorry, Sunset. The Shadowbolts needed a team to compete against them. I know we're not doing so good. I just wanted to be really useful and help their fundraiser."

Sunset sighed and rested a hand on Thomas' shoulder. She tried to forgo her frustration in an effort to

"You weren't wrong for thinking that, Thomas. I just didn't want you getting hurt. And now with Diesel complicating things here too-"

"Huh! Diesel hardly contributes much to their team anyways," Gordon claimed.

"But they are still in the lead," Emily added.

"If racing's how you guys won in the first place," Edward commented. "Then perhaps this next race should do the trick."

The way Sunset scolded him and his friends made Thomas feel bad all over again regarding their dodgy competition. Why was she so against them competing? The Shadowbolts may be difficult but he believed they could still pull through. So, how come his best friend from Canterlot High didn't?

He had to know if what Sour Sweet said was true; that his Canterlot High friends didn't want them joining their race, because they didn't believe they could last.

"Sunset?" Thomas asked, sincerely. "Do you not think we can do this?"

Sunset was a bit hesitant to respond. She'd completely forgotten to be cross and picked up on Thomas' change in mood.

"Oh. Uh. It doesn't matter what I think, really."

"Did you though? Is that why you didn't want us competing?"

Sunset didn't want to hurt his feelings. But her and Thomas were close enough to tell each other anything. That's what their whole friendship was built upon. Why would he seek her advice if it wasn't? Sunset knew she had to tell him the truth, despite how brutal her response felt.

"I…" her shoulders slouched. "Yes."

Thomas was hurt. Sunset stared at his solemn frown hunched shoulders. It was clear Thomas may have also been having the exact same uncertainty she held against him during this whole race. But given what her friends where going through on Sodor, Sunset figured maybe she shouldn't have outright doubted Thomas or his willingness to face the odds against him. She felt right in worrying about him and keeping his friends safe, especially after almost losing them during their escape in the first place, but not in hindering or telling Thomas he couldn't accomplish anything in their world. Remembering what her own friends went through to get Edward back allowed her to see Thomas' situation in a different light.

Sunset knew just what to say to put her good friend back at ease.

"Hey," She said, arching his chin, "Key word being did, right? Who am I to judge if you've clearly been doing just fine?"

Thomas remained slouched but still looked at her.

"My friends have all been working hard to save your world despite not knowing anything about trains. And look what we've accomplished because of it."

The two looked back at Edward and the Engines all talking and laughing.

"If it makes you feel better," Sunset continued, "I'll admit that I was bit surprised you've managed to stay in the race this long."

"That's what I thought!" He grinned. "Aw, you should've seen us when we won that roller skate challenge, Sunset."

"I imagine that must've been pretty painful, actually," she crossed her arms with amusement.

"It kinda was, especially for Diesel. Guess you could say he really is 'full of surprises'," Thomas said, mimicking Diesel's voice.

Him and Sunset shared a light chuckle.

"So, you're not worried at all about Diesel?" She proceeded to crack her knuckles, "'cause I can easily take care of that problem."

Thomas shook his head. "There's no way I'm letting devious Diesel push us around."

Sunset Shimmer then happily locked her gaze into his while relaying some hopeful advice.

"That's great. If you really believe you guys can do this, then don't let me, the Shadowbolts, or anyone tell you different. Just get out there and do what you've always been best at."

Thomas felt grateful all over again. He nodded in agreement while he and Sunset exchanged heartfelt smiles. The only thing he really needed was to have all his friends by his side, and to hear his best friend from Canterlot High's usual words of wisdom invigorating and jump-start a new spark in his heart. He only wished she could stay around to hand out more prep talks a lot longer. Thomas always felt better after talking with Sunset. But he, as well as the others, all knew she had to get back to Sodor and continue her important job.

Before she did, both Sunset and Thomas embraced in a much-needed hug. But Sunset's spiked, vest jacket poked Thomas chest and forced him to let go.

"Ow," he rubbed his chest.

"Ops. Sorry. Keep forgetting about the spikes," Sunset blushed, gripping her vest.

Thankfully, Thomas didn't mind much despite the pain.

"Take care, okay?" She said, playfully bumping his arm with her fist. "We'll be back with Henry before you know it."

Thomas was sad to see Sunset leave but still said his goodbyes regardless. He didn't want his friend to leave just yet, but knew she was returning back to Sodor to accomplish much more important matters. The Engines all said their goodbyes as well and waved until Sunset descended down Crystal Prep Academy's hallways.

Just then, the Engines heard Juniper Montage sprinting up to them. She stopped to catch her breath once she finally caught up.

"Oh, Juniper!" Thomas waved. "I found the others. And look who else is here with them!"

Juniper panted and with exhaustion. She had just circled almost the whole school looking for Thomas. Then her panting paused when she gasped upon noticing a tall blue teen.

"Wait. Is… Is that! Are you?! Is he?!"

"Hello, there," Edward greeted, politely. "You must be Juniper Montage."

Now Juniper could hardly contain her giddiness. She let out a small squee but soon shook it off for the time being.

"My fangirling will have to wait!"

"What's the matter, Juniper?" Thomas asked, sensing something wrong.

"Diesel and the Shadowbolts are cheating!" She exclaimed.

Everyone gasped in utter shock.

"I heard him and Sour Sweet talking about disassembling your karts!"

"Wait," Emily said. "Are you sure that's what you really heard?"

"Of course, I did! I barely made it out before they could realize I was there."

"Just saying. Shadowbolts are competitive but I don't think they're one for cheating. They're too depended on this school's reputation to risk cutting corners."

"And Sunny Flare told me she didn't want us getting hurt," Toby agreed. "She said so herself."

"Well, you might wanna double check anyways," Juniper insisted. "Because they've likely already done it by now."

The Engines still weren't so sure. They expected Diesel to be devious enough to suggest such a thing. But for the Shadowbolts to agree and execute his plan was something they had to see themselves.

* * *

Back in the woodshop, Thomas and his friends all stood over their karts. But they all looked perfectly fine, like they haven't even been touched yet.

"Oh," Edward said. "They look just fine to me."

But it wasn't until Thomas went up to one of their karts that they soon caught on to the damage done. He tried opening its door, only for it to detach without effort and hang off it's hinge. Then the wheel loosened from its attachment and collapsed the left side of the kart halfway, loosening and shaking off more pieces.

The wheel that rolled off passed the group and their stunned, dismayed expressions.

"I don't believe it," Toby said, speechless. "They really did rig our karts."

Toby was now questioning everything Sunny Flare had told him that night of the first competition. Percy went up to a kart himself and gently tapped the front bumper, which fell off and clanged against the cold steel floor.

"How could Lemon Zest do this?!" Percy gasped in disbelief. "I… I thought we were friends."

"What did I tell you, Percy?" James retorted with a head shake. "You can't trust a Shadowbolt."

A wave of disappointment and heartache flushed over Percy. He felt utterly betrayed, enough to feel like tearing up, but didn't bring himself to do so.

"We should tell Principal Cadance," Gordon said. "She'll surely have them properly punished. Maybe even redux their score."

Thomas was appalled. He agreed that something had to be done. But what? Thomas pondered to himself. He tried thinking of Sunset Shimmer, and the word of advice she had just given him.

"Hmm. 'Do what I've always been best at'."

It was then that he came up with a cheeky idea. If Diesel was that desperate to bring them home, and the Shadowbolts were more than willing to aid his schemes, then they needed to be taught a lesson. Looking over everyone's paint cans and decorative items, he knew just how to do so.

Thomas went over to Percy and laid a sympathetic hand on his best friend's shoulder.

"Don't worry, Percy. We're not going to let them get away with this."

"But how?" Juniper asked. "Everything's rigged to fall off the second you take it out on the slope."

"Maybe we can fix them," Emily suggested.

"There's no way we can drive in these conditions," James said. "Even if we could fix it, the Race is starting today."

Thomas grinned a cheeky smile. "That's why I have an idea to teach Diesel and those Shadowbolts what happens when someone cheats."

* * *

 **To Be Continued.**


	25. Chapter 24: Quarry Scuffle

**Synopsis** **: The Girls investigate the whereabouts of their friend Mavis after she was separated from them during their raid on the Dieselworks. But something about her and Ffarquhar Quarry seems awfully conspicuous upon arrival.**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 24: Quarry Scuffle**

The Girls all puffed down the mainline tracks of Sodor's North Western Railway, staying vigilant so as to not come across any diesel during their travels. Now that the group knew Adagio Dazzle was stealing their magic, they had to avid any and all confrontations with diesels in hopes of preventing their encounters from conjuring any more negative energy for her enchanted pendant to consume.

Nobody took the news too well when Twilight explained this to them. How where they going to protect themselves from any threat if their magic only makes the Siren stronger? The entire Island was populated with nothing but diesels who want to send the rouge steamies away. Not to mention the Siren was now well aware of their magic, as were they with her scheme to consume as much magic as she can force them to dish out. It was going to be a difficult task.

Everyone pondered a way to avert conjuring negative energy while still being able to fend off their diesel enemies, even going back to their earlier proposition of using equestria magic the same way they utilized it to defeat the Dazzling's. Everyone knew, however, that it was best to try and stay on course with their current form instead of dishing out magic that Adagio could now easily overt.

Meanwhile, Fluttershy was happily humming to herself while Mr. and Mrs. Birdie, a pair squirrels, and some rabits rested on her footplate.

"You're in a cheery mood all a sudden, Fluttershy," Applejack smiled. "Aren't you still worried about Henry?"

"Oh, I feel just awful for leaving him behind," Fluttershy replied, "but now I know he's still at the Dieselworks. I'm going to try and rescue him again anyway I can."

"Now that's what I like to hear!" Rainbow Dash encouraged. "Does this mean you'll finally be able to brake without needing Spike?"

"That's what I'm hoping for. Though I wouldn't mind at all if Spike still stayed with me for a bit longer."

Spike humbly smiled and agreed he would.

"It'll also be much nicer to not hold everyone back anymore too."

"Sweetie, darling," Rarity said. "You never hold us back. We said so already regarding the Crystal Race. What ever is giving you such an impression?"

"Oooh! I Love Impressions!" Pinkie Pie chimed. "Wanna See My Impression Of Mr. Cranky Doodle On A Monday?!"

She then puts on a gruff and grouchy tone. "'My coffee's cold, we're all outta chalk, today's lunch menu is all junk! Pinkie Pie, quit making balloon animals in the middle of class! Pinkie Pie, those text books aren't meant for building castles!'"

A few chuckled but were more concentrated on Fluttershy's sudden optimism.

"I promise," she claimed, "my hindrance wont cause us anymore trouble, once I'm used to them, I mean."

"Fantastic news, Fluttershy!" Sir Topham Hatt agreed. "Having everyone contributing will make our journey much easier in deed."

"Never, never give up," She beamed, proudly. "That's what Twilight told me last night. Right, Twilight?"

But Twilight Sparkle was in her own little world, and wasn't paying attention to what was being said. She was darting around her surroundings, looking a little anxious.

Even though she agreed to take full responsibility over helping her friends adapt to Sodor's Railway, Twilight felt she could only achieve this unless Sunset Shimmer was by her side. She was the one who encouraged her to do so in the first place. But now, she was off delivering Edward to Canterlot City. The other Girls could sense her distress and tried to calm their friend's nerves.

"Relax, Twilight," Applejack assured. "Sunset'll be back after bringin' Edward to our world before you know it."

"Relax?! Who needs to relax? Me?! I'm fine! Super fine! Why wouldn't I be?!" She chuckled. "Nope, I'm relaxed. So relaxed!"

Sir Topham Hatt, Spike and the Girls all shared perplexed glances.

"So, what _do_ we do now?" Spike asked.

"We could always put in more training so we'll be extra swift in avoiding diesels," Rainbow Dash said.

"Ugh, I'm tired of engine training!" Rarity moaned. "No more! I'm perfectly fine being perfectly mediocre!"

"Well, we can't be fightin' diesels no more," Applejack said. "Maybe we oughta go back to basics an' try usin' our own magic to destroy her gem again."

Twilight quickly snapped out of her unhinged breakdown and spoke with a clear thought.

"Actually, now that I think about it, we haven't heard back from Mavis yet. I'm worried something might've happened to her."

"You don't suppose the diesel's have captured her too?" Sir Topham Hatt asked, just as worried.

"And had the Siren use her magic on Mavis?!" Spike added.

Pinkie Pie gasped. "Oh-No! Bill And Ben Are In Mega Trouble If Mavis Caught The Diseasel!"

"What about Derek?" Fluttershy asked. "I hope he wasn't enchanted either."

"We'd probably hear from them by now if they weren't enchanted," Rainbow Dash said. "Just saying."

"Well, we haven't seen either one since the Dieselworks," Rarity said. "And it's difficult enough looking for one of us without constantly running into those miscreants just casually wondering the tracks. Like hello, do the diesels own the whole Island or something?"

"Uh, they kinda do, Rarity," Rainbow Dash said.

"Yes, yes, but do they literally have to be _everywhere_ we just so happen to wonder at _every_ turning point?" Rarity countered.

Mr. & Mrs. Birdie, tweeted something to Fluttershy which made her geode lantern pulsate a glowing yellow light.

"Mr. & Mrs. Birdie said they'll look a head to see if Mavis is at her quarry," She said. "Maybe she can tell us what happened to Derek too."

"Perfect!" Twilight said, a little more confident now, "Follow Fluttershy's birds to Ffarquhar Quarry!"

The determined brigade agreed and thundered down the tracks towards Ffarquhar Quarry.

* * *

There were hardly any diesels out on the tracks. Either they just got really lucky in avoiding any unwanted attention so far, or they tussled the diesels so much that they were still being repaired at the Dieselworks. Entering Ffarquhar Quarry only amplified their suspicions even more upon inspecting its desolate inactivity. Nobody was at work. There weren't any crewmen to be seen either.

Everyone entered and parked underneath or near the two road, open shed stationed next to Mavis' single road shed, which had been the temporary hiding place for Bill & Ben, the two saddle tank engines Mavis helped hide from leaving Sodor. Only Twilight Sparkle and Pinkie Pie parked facing the actual shed door.

Twilight Sparkle tried getting Bill & Ben's attention while trying to remain discreet.

"Bill, Ben? Are you there?"

But there was no response. This made Twilight and the others nervous. All except Pinkie Pie. Pinkie Pie happily puffed up to the shed's wooden door and banged against it with her front buffers.

"HEY! Bill, Ben!" She exclaimed. "Open Up! It's Us! Helloooo?!"

"Quiet, Pinkie!" Twilight warned.

But to everyone's relief, the door swung open before them, and out emerged both Bill & Ben, looking rather weary and tired.

"What's all that racket?" Bill complained.

Ben yawned, "Honestly. Don't you girls know what time it is?"

"It's the middle of the afternoon," Applejack said, irritably.

"Exactly!" Both said.

"We were catching up on some much-needed rest," Ben said.

"Hi, Bill & Ben!" Pinkie greeted, happily. "Did You Miss Us? We Stopped By To Check Up On You!"

Both twins were happy to see Pinkie Pie.

"Oh, hello, Pinkie Pie!" Ben replied.

"Pinkie Pie is here too?" Bill asked. "Oh, have you got anymore magic tricks for us?"

"Ooh, yes!" Ben said, eagerly. "We love your tricks! Do show us, Pinkie! Please?"

Pinkie giggled. "I May Have Something Up My Funnel. Watch This."

Pinkie Pie's shuts her eyes and puffed her cheeks. She began exerting as if trying to push something while her geode lantern began glowing a pink light. Bill & Ben waited with giddy anticipation.

"Oh, we don't have time for this," Sir Topham Hatt said before climbing out of Spike.

But then, to everyone's surprise, a fully baked cupcake shot out of Pinkie Pie's funnel. The cupcake was vibrating and glowing a bright, sparkly pink. Everyone watched the cupcake reach high enough to where it stopped mid air, and exploded in a cloud of sugary, majestic fireworks display. Varying colors of pink, blue, and yellow sprinkled everywhere the air amidst the sugary cloud.

"Ta-Da!"

Bill & Ben were in awe. How did she make that piece of Cupcake explode like that?

"Wow!" Both say in unison.

"Pinkie Pie!" Twilight Sparkle scolded. "Be careful. We don't know who else could be here."

"I'm more curious over how long she's had that held in for," Rainbow Dash commented.

Sir Topham Hatt made his way over to the two saddle twins.

"Do you two know if Mavis has returned to the Quarry at all?" He asked.

"How should we know?" Bill stated. "We're practically cooped up in this shed all day."

"Bill and I are only allowed out when Mavis tells us no one's around," Ben explained. "And we haven't been out since she left to help you, Sir."

"So, you don't know where she is?" Twilight Sparkle asked.

"No, why? What's happened to her, Twilight?" Bill asked, looking a little worried. "Is Mavis alright?"

"Of course, I am, Bill!"

"Mavis?" The girls all say.

Everyone's eyes widened when approaching them was Mavis herself. She came in from one of many lines that exit the Quarry. She purred under a stone hopper and towards Twilight and Pinkie until she parked onto a set of switches next to Bill and Ben.

"What a silly thing to suggest."

"But, But, But, But, But, But, But, But-"

Pinkie Pie's stuttering was quickly interrupted when Mavis spoke through her rigid, friendly grin.

"Oh, hello, Girls! I was wondering if you'd try and find me."

"Where have you been?" Rainbow Dash said.

"We thought we lost you to the diesels," Rarity said.

"Or worse," Spike said. "The Siren!"

"Oh, it was just awful," Mavis explained. "The diesels had me surrounded, but I managed to evade them with ease. I wasn't sure if they were still on to me or not, so I had to hide away until I knew it was safe to come out."

"Thank goodness you're safe, Mavis" Twilight said, relieved. "We were all so worried about you."

"Yes, I'm sure you were." Mavis' response came off more bitter than she intended, but she soon perked up again. "Now, what can I do for you?"

The Girls and Sir Topham Hatt explained what they've been up to since their successful rescue. They then tried pitching ideas to save Henry now, who was still being held captive at the Dieselworks. Their suspicions began to show again when they asked about Derek, to which Mavis didn't dabble on much and casually continued aiding support to their current objectives.

It wasn't long til a flock of Fluttershy's birds entered the quarry with three remaining above the sky while two came soaring down towards her and her glowing geode lantern. Fluttershy beamed when Mr. & Mrs. Birdie hovered in front of her and began tweeting in a rather urgent manner. Her cheerful smile quickly faded when the robin and blue jay continued tweeting, and flipped into extreme worry and fear.

Their excessive tweeting caught everyone's attention when they looked over and saw Fluttershy anxiously whimpering over Mr. and Mrs. Birdie's warning.

"Fluttershy?" Applejack said. "What're they sayin'?"

Fluttershy could barely keep her trembling in check.

"Th-there's a whole bunch of d-diesels! And they're all waiting outside the Quarry!"

The quarry echoed with everyone shouting the same response.

"What?!"

"Oh-no?!" Ben shuddered, wanting to hide back in the shed.

"How many are there?!" Bill asked.

This immediately put everyone on edge. The pack of birds above tweeted to Mr. & Mrs. Birdie, who then relayed what they were seeing to everyone while Fluttershy translated.

"There's too many to count. Every exit is blocked off! We're surrounded!"

The Girls all shared looks of anxiousness and worry. How did they find us? How did they know they'd be here? Everyone immediately then looked to Mavis, who gave everyone an inquisitive brow. Sir Topham Hatt marched over to her, already getting a good idea what this is looking like and spoke what everyone was thinking.

"Mavis," He questioned, strictly, "Did you bring a bunch of diesels to this quarry knowing we'd meet you here?"

"Why would I?!" She defended. "We're on the same side, remember?"

"I don't know, are we?" Applejack refuted.

The girls were definitely conflicted. Mavis was supposed to be their friend, one out of a handful of diesels who weren't enchanted. But now, some seemed convinced she might now be involved with something else, especially the more Twilight Sparkle began deducing their predicament.

"That whole period when we were separated, when you never returned to the quarry, something happened to you, didn't it?"

Twilight inched closer and closer to Mavis, who tried keeping up her meek smile.

"Did you really out run a pack of diesels? Did they capture you just let you go because they confused you for being on their side? Or did a certain equestrian creature persuade you to conform to their side?"

"Bill, Ben!" Mavis tried reaching out. "Don't let her bully us like this! She's stepping out of line!"

The twins didn't know what to think at first. But they were still indebted to Mavis for rescuing them, so Bill & Ben just went along with it even when Twilight kept throwing out accusations.

"How do we know you're not going to turn us over; or turn over Bill & Ben for that matter? Are those diesels out there on our side too? Or is every diesel on Sodor just now suddenly converging on this location to trap us thanks to a certain diesel's input; a diesel we thought we could trust?"

"Leave Mavis alone, Twilight," Bill defended. "She wouldn't turn us in!"

"Yeah! She's the one who saved me and Bill in the first place. Mavis isn't-"

Twilight interrupted with a sharp stare.

"Under the Siren's spell!"

Mavis' eyes widened and jaw slacked. It only made sense for everyone to assume that during their separation from Mavis, something definitely was keeping her at bay. Perhaps the diesels really were chasing her. But in the midst of her chase, the Siren more than likely used her new batch of negativity that the Girls unknowingly conquered to influence Mavis over to a more aggressive, and deceitful side. Mavis became deeply offended.

"Huh! How dare you suggest such nonsense, Twilight! After Derek and I went out of our way to help you all."

"HA!" Pinkie accused. "You Didn't Even Wanna Talk About Derek! Is It Because _HE_ has The Diseasel Now Too, Or Is It Clearly You!"

"Mavis," Sir Topham said, a bit broken up. "Say it isn't so!"

"Mavis hasn't turned against us!" Ben claimed.

"Yeah! She doesn't have the diseasel," Bill chimed, "right, Mavis?"

Mavis gave a side glance then shied away and darted her surrounding. This didn't help the twin's arguments or their concerns for her at all.

"Bill, Ben," Twilight instructed, firmly. "We're taking you back to our hideout. The Quarry's not safe for you two anymore. Pinkie Pie."

"On It!"

But before Pinkie could even puff towards Bill & Ben, Mavis jerked forward a bit on impulse and accidentally biffed Twilight back through the crossing and into Pinkie Pie.

"NO!"

Both girls recovered from her shove and joined everyone who stopped silent and shot Mavis suspicious glares, especially Bill & Ben, who were now starting to see Mavis' true intentions begin to show a lot clearer. Mavis looked back at everyone, knowing fully that they seemed more than convinced a large gathering of diesels didn't just conveniently assemble at this one quarry, surrounding every exit for no reason at all. Not even her smile was winning them over.

After glaring back at her former friends, Mavis blew on her loud diesel horn, which echoed all throughout the quarry.

* * *

Another, more worrisome sound, came out of nowhere. A barrage of faint, reverberating diesels horns resonated within the compounds of Ffarquhar Quarry and it's rocky cliffsides. Everyone could hear the horns coming from all directions and were on the verge of panicking. They really were surrounded. All of Fluttershy's birds began chirping hysterically, which didn't help with Fluttershy's own panic as she could hear everything they were seeing from their point of view.

"Oh-no! Oh-no!" Fluttershy exclaimed, anxiously. "They're closing in!"

"IT'S AN AMBUSH!" Pinkie Pie called.

Everyone became afraid and were on the fringe of panicking. But despite their fears, the Girls knew they had to act fast.

Twilight Sparkle was the first to make a move. She tried charging towards Bill & Ben before Mavis could get in the way again. But Mavis was too quick. She got in Twilight's way through the crossing just in time for both their buffer's to collided with a hard clash. The two engines pushed and fraught back and forth, both straining to barge one another the way they came.

"Mavis!" Ben called. "Stop!"

"What're you doing?!" Bill chimed.

Mavis growled and grunted, eventually overcoming a struggling Twilight and shunting her back with ease. Pinkie Pie puffed in and biffed against Twilight to give her friend some leverage. The two engines handled Mavis fine on their own, enough to shove her over the railway switches, but couldn't get Mavis to budge any further. Mavis was just too strong for the two steamies. But she wasn't strong enough for Applejack, who waisted no time finding her way over to their track and reversed back to biff against Pinkie and Twilight. Applejack's strength was just what they needed to completely overwhelm Mavis and send her flying back towards a stone hopper with one fowl bump.

A dizzying Mavis stood underneath the stone hopper with swirling eyes. She quickly recovered, only to feel a single pebbled fall on top of her. When she looked up in confusion, a shower of stone and rock came raining down onto Mavis, causing her to cough from all the rubble falling down and nearly burying her in a pile of stone.

Fortunately, this gave the Girls enough time to work out an escape plan. But with one problem temporarily out of the way, the trick of trying to leave unscathed and disadvantageous, to the Siren became everyone's overbearing concern. Applejack, Rarity, and Rainbow Dash were parked near a separate shed beside Bill & Ben's when they felt a strange rumble beneath their wheels. The rails they stood on shook ever so subtle enough to make them stop and stare at the shaking tracks below.

It wasn't an earthquake, it wasn't a rockslide, it was more diesels than either could guess to count now making their way to the Girls and their frightening circumstances.

"There's gotta be a million of them out there!" Rainbow Dash said.

"How are we to escape then?!" Bill asked.

"Oh, there is no escape!" Ben cried.

"We're doomed!" Rarity cried, dramatically. "Doomed I say! DOOMED!"

"Alright, everyone," Sir Topham Hatt assured. "Let's not panic. We'll figure a way out."

"The only way I'm seein' a way out is by fightin' past 'em," Applejack reminded. "And we sure as apple sauce can't be doin' that."

Twilight Sparkle tried thinking of something. The pressure was on everyone to evade the hordes of diesels closing in on them with every second they waste. Indeed, there seemed to be no way of escaping without fighting. Twilight and a few of her friends thought it might be what they'll have to resort to. 'If only Sunset Shimmer were here,' Twilight thought. 'She'd know what to do.' But Sunset wasn't with them at the moment, so Twilight had to think of something all on her own. And the second something plausible sprung into mind, Twilight Sparkle beamed a proud smile.

"I got it!"

Everyone was relieved. But the diesel horns and revving engines were getting closer and closer to their proximity.

"No time to explain!" Sir Topham Hatt urged. "Just walk us through, Twilight!"

"Sir, help Pinkie Pie couple up to Bill & Ben."

Pinkie Pie and Sir Topham Hatt agreed and rushed over to the two twins while Twilight continued giving out orders.

"The rest of you will form a train. Rarity, take the front. Applejack will couple up behind you. Then Rainbow Dash to Applejack, and Fluttershy and Spike to her."

Nobody stopped to question anything and quickly got to work. The Girls arranged themselves onto one track line. Rarity was at the front while Applejack, Rainbow Dash, Fluttershy and Spike coupled up to one another from behind. Sir Topham Hatt used his shunter pole to couple up Pinkie Pie facing Bill & Ben. Then he ran to climb back on Spike while Twilight shunted into Pinkie Pie and used her telekinesis to couple herself up to the three engines. Pulling Bill & Ben, Twilight and Pinkie Pie then reversed back, crossing over a few switches to another line next their friends all anxiously awaiting the next step. They revered all the way to the front train until reaching and stopping for Twilight to face Rarity.

"Rarity," She instructed. "This whole operation falls on you now."

"Oh, thanks for the added pressure, darling," Rarity said, sarcastically.

"I need you to construct a diamond, plow/shield fabrication, something to prevent them from stopping our train."

"But I don't think I've ever formed something quite like that."

"Well, yer gonna have to now, Sugarcube," Applejack said.

"Applejack and Rainbow Dash, you'll need to use your magic to assist Rarity."

"But what if we use up all our fuel and can't move?" Rainbow Dash asked, nervously.

"And what'll happen I go an' knock Rarity off our line instead?" Applejack asked.

Rarity scoffed. "You had better not, you two!"

"Now's more than the ideal time to use our magic, guys," Twilight spoke, sincerely. "I know everyone can do this. I believe in you. _All_ of you."

On that note, Twilight Sparkle and Pinkie Pie pushed Bill & Ben to the back of the train to get themselves coupled up.

Rarity wasn't so sure of herself, but the urgency of their situation was enough to set aside these worries if only for this moment. Rarity then shut her eyes and focused deeply on creating the required diamond construct. Every twinkle and shine of her sparkly construct slowly formed and assembled in front of Rarity's front engine.

"They're coming!" Spike panicked.

Spike could see the diesels entering the Quarry from where they came in. There were two rows of about ten different diesels rolling down the tracks towards him and their train. Salty, Sidney, and Norman were among the diesels leading the pack, now looking gruff and aggressive. Rarity lets out a scream upon seeing more diesels entering the quarry. The direction they were to escape pass consisted of plenty more different sized diesels taking up three track lines in rows of more than twenty. Among the regular Class 08 shunters, some packs consisted of peak 46, hymek 35, Electric type 4, and Class 14s.

Before she knew it, Rarity had completed her fully formed, twinkling diamond implement.

The projection was that of a transparent, snowplow shaped diamond construct, which mounted on her front buffers and protected Rarity's face, funnel, and glowing, purple geode lantern. The large, curved, diamond plow scooped along the rails with thin edges along the blade's end that met with the tracks almost within inches of contact.

At last, Twilight Sparkle and Pinkie Pie, carrying Bill & Ben, were now coupled up with Spike and the train.

"Uh-Oh!" Pinkie Pie called out.

More diesels from across the quarry came closing in from behind the stone hopper Mavis was buried under.

"There's too many!" Ben gasped. "They'll get us all for sure!"

Salty growled the closer him and the trialing diesels got to the train. Mavis soon barged from the stone pile and made her way towards the train, evidently clearing a path for more diesels like Den and Dart to pass with many more purring by.

"On ward!" Sir Topham Hatt called and pointed.

"Go, go, go!" Rainbow Dash shouted.

The Girls put in all their strength, traction, and forward momentum to get their train moving. Steam hissed from their pistons with each rotating wheel grinding against the tracks. Applejack's strength and Rainbow Dash's speed helped propel the train into high gear, as well as propel Rarity and her diamond plow shield towards the first of many diesels lined up a head of them.

A Class 20 diesel blocking their line came charging at Rarity and her friends. Rarity shut her eyes and prepared for the worst.

But instead of bumping into her, the Class 20 diesel found his wheels rolling onto the curved, diamond plow, which then flung him off the tracks from the train's hefty push with a seamless toss. Gravel powder fogged around him as the diesel laid on his left side dazed and confused.

The collision's jolt invited Rarity to take a small peak with one eye. The other diesel behind the previous one charges onto her diamond plow, flies off the tracks, and falls on his left side as well. Then the next one after him flew off, then the other, and another, and another. By this point, Rarity had both eyes open and began chuckling and giggling with relief over remaining on track, and the sight of every diesel in front of her being tossed aside.

"It's working!" Rainbow Dash cried.

Rarity, now fired up with a determined grin, proceeded to puff into the next unfortunate diesel driving onto her diamond plow and slipping off and out of the on-going train of steam engine's way. The compression of incoming engines was nothing with Applejack's strength and Rainbow Dash's speed to push pass. One by one, many diesels flung to either their left or right side, each one either landing and laying flat on the ground. Everyone kept their focus and built up speed to move even faster. Rarity tried keeping her diamond plow shield in tact from cracking. Applejack used all her strength to help Rarity push the diesels out the way while hauling her friends. Rainbow Dash's speed did wonders in not only aiding in Applejack and Rarity, but also to move their train along much faster.

"Excuse us," Fluttershy said, politely. "So sorry. Um, sorry. Pardon us. Sorry. Sorry about that. Sorry."

Fluttershy and Spike continued looking down at all the derailed diesels, thinking how much work it'll be for them all to get back on track again. Sir Topham Hatt seemed a bit worried. They weren't causing too much conflict, but all this still seemed a bit too rough enough to generate some negative backlash. Regardless, they were on the move and escaping their captors.

Despite clearing a path for the train to barge through, there were still diesels from all other sides of the quarry who eventually made their way onto their line, passing all the fallen diesels laying on the ballast land in defeat. Rarity's shield was doing their train wonders, but small fractures developing from the heavy blows eventually began splitting into even bigger cracks. Rarity could hardly keep it together for much longer, and more and more diesels kept running into it.

Twilight Sparkle and Pinkie Pie spotted these oncoming diesels. Bill & Ben could hear them approaching too, along with Mavis and Salty's familiar diesel horns, whom both used to gain their attention as they purred towards the two saddle tanks and the Girls, intent on taking the twins and anyone else they can snatch. Mavis' engine was damaged from the rocks. Her engine revved in an inconsistent motion and spewed icky black smoke. She had to rely on a grudging Salty to shunt her along.

But Pinkie Pie had a plan of her own up her funnel. Both Sir Topham Hatt and Twilight could sense what she might be up to.

"No!" Sir Topham Hatt said. "Pinkie Pie, don't!"

"Do it, do it, do it!" Bill & Ben chanted, also getting the same idea.

Eyes shut and cheeks puffed, Pinkie Pie launched yet another baked pastry from her funnel. This time her funnel shot out creamy, puffed berry cakes, macarons, cinnamon swirls, and gourmet brownies. Each food item soaring mid air began vibrating and glowing a pink, sparkling light as well. Then, each landed either near or straight onto Mavis' and Salty's face and exploded in a sugary cloud. This made them stop in their tacks and temporarily hold up the train of diesels now accidentally bashing into one another. The two diesels were covered in splattered pastry from top to their bufferbeams.

"I'm gonna take a wild guess and say you found Sodor's Bakery?" Twilight joked.

"No Creature Can Withstand My Infinite Surplus Of Sugary Baked Goods!" Pinkie proclaimed.

"Hurray!" Bill & Ben Cheered.

The twins kept praising and appreciating Pinkie's unexceptionable talent for hiding pastry in her funnel. Salty and Mavis eventually started up again but the Girls were already well enough on their way out of the quarry, and away from the remaining diesels still in pursuit. They all trailed through a faint, minimal mist of green energy now fogging up small portions of their line, and eventually soaring to the sky in a single stream.

* * *

At last, everyone made it past all the diesels blocking their line, and managed to exit Ffarquhar Quarry unscathed.

The Girls all cheered in celebration as they raced down the mainline. But whilst everyone applauded their escape and Twilight's ingenuity, they were unaware of an oncoming Class 50 diesel zooming in from a siding leading to a branch line. Only Sir Topham Hatt noticed this by the time him and Spike approached the crossing and quickly grabbed his shunters pole.

"Twilight!" He warned. "Watch out!"

The class 50 diesel charged in with malicious intent. Twilight, Pinkie, Bill & Ben noticed him too late, but were thankfully saved when Sir Topham Hatt uncoupled Twilight from Spike. The four engines applied their brakes just before the diesel reached over the points and screeched to a halt with Twilight's back buffers nearly clipping his generator. The four engines had no time to react proper to their separation, or the growling diesel already making his way onto their line. Twilight then instructed Pinkie Pie and the twins to recede the way they came before any remaining diesel from the quarry caught up.

Sir Topham Hatt, while glad to see they were safe, helplessly watched the four engines evade and escape towards the opposite direction. Spike could only cry out Twilight Sparkle's name as his train continued steaming on.

"Twilight! Nooooooooooo!"

They were already long gone by the time the class 50 diesel got onto the mainline, and reversed down the line in pursuit of their friends.

* * *

 **To Be Continued.**


	26. Chapter 25: Kart Crashing

**Synopsis: The Wondercolts and Shadowbolts are beginning the next Crystal Race event, a downhill go kart derby! But what planned did Thomas have for getting back at their rivals for rigging their karts? And what will become of them once they've been exposed?**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 25: Kart Crashing**

"Welcome back to day 3 of the Crystal Race!" Principal Cadance greeted from an announcer booth.

The Crystal Race's next big event was about to begin. Her and Shining Armor were watching every student and faculty from Canterlot High and Crystal Prep fill up their seats situated along a roadway's sidelines.

"Our audience and folks watching at home are in for a real treat," Shining Armor said. "If it isn't already obvious based on what challenge our students are up against."

"That's right, Shining Armor," Cadance said. "For today's event, both teams will be racing in CPA's cutting edge, go kart derby!"

The downhill, go kart derby was being held on Canter Slope Lane, a curvy roadway decorated, outlined, and padded with protected bleachers lined up along the road to get a close-up view of racers zipping by. Canter Slope Lane was a slope that reached from the top of a slanted hill, to the very bottom where the finish line was stationed. The road consisted of a few strait paths from the start and near the bottom. But the rest consisted of nothing but switchbacks or hairpin curves. Hay bales and other protective barriers were set up along this roadway to prevent any accidents to both contestants and audiences.

Audiences watching expanded to more than school students and faculty. Random citizen had began piling in to witness the event too. It was mostly parents and their children who arrived and gathered near the playing field. Some children were sporting yellow number ones on different parts of their blue colored clothing. Others simply tired closing in with their phones ready to snap pictures of the competing players. There wasn't enough room to account for the unexpected capacity, so some people had to stand, set up blankets, or bring lawn chairs to watch from around or near the roadway.

Cadance slid down her headsets and looked over the now vast number of people.

"Huh. A lot more people here today," She noticed.

"Hey, I'm not questioning it," Shining Armor admitted. "A bigger audience means greater awareness, right?"

"I suppose."

Cadance slipped her headsets back on as the two continued their announcements to everyone watching and listening.

"The rules are simple," Shining Armor explained. "Contestants must cross the finish line to earn a point. Whoever comes in last, however, won't receive any. Here's hopping our contestants brought their A-game today."

"And that they make it through Canter Slope Lane safely," Cadance advised. "We have professionals on all corners of the track on standby should an accident occur."

"And I'm betting everyone watching is anticipating another riveting event!"

But most students didn't seem all that eager, especially from Canterlot High's side. Seeing the Wondercolts in action the other day lowered their confidence and expectations. It was obvious their team weren't earning a solid victory anytime soon. They weren't nearly as capable as the other Wondercolts they had expected to see competing. Luckily, the people just tuning in were more ecstatic. They were at least eager to see a good old fashion downhill derby, but on a grander scale.

Juniper Montage and Edward sat within the escalating bleachers close to the track. Juniper was eager to be sitting next to him, but Edward had his arms cross and wore a disapproving glare at the monitors. She continued gushing over Edward but tried playing it cool.

"So," She bragged, offhandedly. "Hope our friends win this one. Been giving them some serious coaching. No biggie. They've been properly instructed to somewhat drive. So, to speak."

"Thanks, Juniper," He said, still a bit peeved. "That'll surely do them some good."

"Is everything alright, Edward?" She asked, now noticing his demeanor.

"Forgive me," Edward sighed. "But I don't much approve of Thomas' idea to get back at the Shadowbolts for sabotaging their karts."

"Oh… me neither!" She said, sucking up.

"There's plenty of other ways he could've approached this problem. Even this seems very unlike Thomas."

"Agreed. Terrible plan. Should've gone with Gordon's suggestion."

"You really think so, Juniper?"

Juniper nodded with a silly grin.

* * *

Meanwhile, The Wondercolts and Shadowbolts were all lining up their karts atop of Canter Slope Lane's summit. Both teams had both decorated and painted their identical vehicles to sport their school's logo, along with a few extra details of their own. Each team wore proper go karting uniforms with matching, clear visor helmets. The Shadowbolts wore violet colored gear they sported during the Friendship Games. And the Wondercolts wore different colored racing jumpsuits appropriated to their choice of color, with Thomas and Gordon being blue, Percy green, Toby brown, James red, and Emily emerald.

The Shadowbolts' karts were all nearly identical in design. The base of each vehicle was painted in violet while fenders, side pods, roll cage, and other panels were painted purple or light blue. Crystal Prep Academies' lightning bolt logo was stamped on a panel above the front bumpers. Diesel's had painted his to resemble his jet-black jumpsuit, while keeping some elements of CPA's colors visible to a certain degree.

The Wondercolts had a more unique line up of karts to represent not only Canterlot High, but also the color of their liking. Thomas' and Gordon's karts were blue with red, Percy's was green with red, Toby's was brown with grey, and Emily's was emerald with gold. James had an almost entirely red kart with a few hues of black and yellow along the roll cage and bumpers. Each kart sported Canterlot High's horse shoe logo on their front panels with some tints of light blues and cream yellow mixed in.

Everyone was now in their karts and ready for the coach to arrive and signal them to start. Diesel held on his devious grin while faint snickers slipped his breath the more he looked over to the Engines. He was eager to start the race, to finally earn a point for his team, and to watch each engine's kart falls apart piece by piece after he had them rigged. The Engines were in for a big surprise as far as he knew, but what Diesel didn't know was that Thomas cooked up an idea to counteract Diesel's devious scheme. Sour Sweet caught on to his giddy grin and squinted with suspicion. There was no way he went a head and sabotaged the other team after being told not to, did he?

The crowd became energetic and cheered louder when the televised monitors broadcasted both teams lined up on the starting line. The Monitors shifted back and forth between the raceway and opened bleachers. The Engines were all amazed. They had thought everyone would stop rooting from them after yesterday's challenges. But it seemed a few new faces were eager to show their own pride.

"Wow!" Percy said, watching the monitors. "Look at all those people!

"But I thought they didn't like us anymore?" Thomas said.

"Those don't all look like CHS or CPA's students to me," Toby observed.

"There certainty weren't this many people here last time," Emily said.

"They must be here for you, Thomas."

"You think so, Percy?" He asked.

"Good!" James said. "This'll be my chance for everyone to see me in the spotlight for once."

Gordon chimed in. "And for everyone to see me, most importantly, stealing both the show and lead."

People clapped and cheered, even more so when camera's focused on Thomas and his beaming smile. He absolutely loved the sight and sound of everyone encouraging and calling their team's name, even if he hadn't caught on yet why they were routing for him. The Shadowbolts were irritated by the Engines soaking it up. They knew it was only a matter of time until the crowd saw them in action and quickly turn on the Wondercolts.

The Coach walked out to the front lane and stood between Thomas and Diesel's karts. Thomas was parked in the middle with Percy, James, Gordon, Toby and Emily to his right, while Diesel, Sour Sweet, Lemon Zest, Sugarcoat, Sunny Flare and Indigo Zap were lined up to his left. Each Shadowbolt gripped their brake levers and readied themselves. The Coach explained the rules to both sides and instructed some last-minute safety tips to avoid unwanted injuries. The Engines were nervous and shaking with anticipation. Regardless, everyone was determined, especially the Shadowbolts.

At last, the Coach held a racing flag to the air, about to flag it down to begin the race.

Thomas looked to his left at Diesel and the Shadowbolts all staring back at him and his team with confident intent.

"See you at the bottom, Wondercolts!" Diesel chortled and waved.

He then panned over to all his friends shooting him nods of acknowledgement. Thomas did the same, before gripping the rim of his steering wheel, and peered down the slope with as much determination boiling inside. Soft, blowing breaths escaped their mouths, sweat already dripped down their foreheads, and hearts raced faster than the speed they'll need to beat in order to reach the bottom finish line, and earn enough points to out score one another.

* * *

Then, the coach waved his flag. A bell dings, and both teams released their brakes. One by one, each driver descended down the first track of Canter Lane Slope's dodgy hill.

"And they're off!" Cadance announced.

But to Diesel's surprise, his kart barely made it past the starting line before it's panels, fenders, wheels, and steering wheel fell off one after another. The kart skidded to a stop once every piece was gone. It then toppled over to its side with a bewildered Diesel still stiff in his seat and gripping the detached wheel.

The crowd roared with both excitement and confusion. Diesel's kart had just fallen apart right before their onlooking eyes. Shining Armor and Principal Cadance were just as surprised, but continued commentating the race.

"Ouch!" Shining Armor winced. "Seems like the Shadowbolts are off to a rough start this time."

"The Wondercolts have taken an early lead," Cadance said. "But the Shadowbolts are still hot on their trail."

Each team rode side by side as they quickly gained a proper, downhill momentum. The Engines drove their vehicles just fine, but were barely able to navigate on top of figuring out how to work a steering wheel and stay on course. Their karts rattled and jittered against the bumpy road. Thomas and the others tried keeping their hands glued to the wheel despite distracting vibrations quickly numbing their fingers. But the Wondercolts kept at it.

Drivers approached a slew of hairpin curves, urging them to turn down left, then right, then up a small incline which immediately deseeded to a deeper lane that throttled everyone into full speed. Wondercolts and Shadowbolts continued racing down through the conduit without any interruption. The Engines were deeply focused so as to not crash their vehicle and took their anxiety off the constant worry of such.

Sunny Flare and Toby rode side by side, both often glancing over to one another. The two were approaching a sharp turn. Toby nervously shifted his lever and prepared to steer his kart. When Sunny Flare reached for her brake lever, however, it completely snapped off the second she pulled it back. Her rear-view mirrors, side panels, and roll age completely fly off as well. Sunny Flare was too stunned to react on time as her kart raced head first into the hay bale barriers lined up along the curved track. An explosion of straw drizzled everywhere on impact. Her head emerged from the other side of the hay bale, and a dizzy Sunny Flare coughed out stalk while Toby and everyone else continued racing past her.

Indigo Zap caught a quick glance at her washed out teammate. Furious, she turned her anger on one of the Wondercolts. She steered and headed left towards James riding close and showing off to the bleachers. James looked through his rear-view mirror, however, and noticed Indigo Zap closing in on him. Thinking quickly, James gripped the kart's lever and applied his brakes. His kart screeched to a provisional stop just on time for Indigo Zap to zoom in front of him. As she did, both her right wheels and hubcaps flew off, leaving its spindles to skid with flying parks scratching against the pavement. A frightened Indigo couldn't control her kart any longer before she rammed straight into the hay bales. James chuckled a little while passing her. A fuming Indigo accidentally removing her loosened roll cage as she got out from her kart, which now hung around her shoulders.

Meanwhile, Sugarcoat was casually racing to reach first place, which was being occupied by Emily and Thomas. However, the wing mirror rattled against the bumpy pavement until it completely detached, along with her side panels and front panel where the Shadowbolt logo was. Sugarcoat looked over her shoulder in worry at everything flying back, catching a glimpse of her kart's back bumper flying off as well. The back bumper clanked and bounced across the roadway until getting caught on Lemon Zest's front section. This startled her into accidentally detaching her steering wheel, which then triggered other parts to fall off from her staggering. Side panels, fenders, wheels, and other parts beginning flying off as Lemon Zest found herself spiralling out of control. Her kart twirled off the roadway and into the hay bales, leaving Lemon Zest dazed and surprised while everyone else zipped by in their still intact vehicles.

Everyone in the bleachers but Edward and Juniper kept roaring with an enthusiastic cheering. Cadance and Shining Armor couldn't keep up with the sudden wipeouts. They were highly suspicious but kept their commentary consistent.

"The Shadowbolts are all falling behind one after another," Shining Armor said, hiding his anxiousness.

"How is it they're disassembling the further they get is still a question, Shining Armor," Principal Cadance added.

"You're telling me. CPA's students excel in our woodworking program, but these karts must've been _really_ poorly assembled."

The Wondercolts, and what's left of the Shadowbolts, came across a small, switchback section of Canter Slope Lane. They drifted through the first sharp corner before rolling down and approaching another sharp turn, and so on and so forth. Percy's voice shook in sync with the rattling and rumbling kart as he coasted along the roadway. Him and the others were going much faster now. There was a lot of steering involved, so everyone remained vigilant and turned at each passing curve until they exit the switchback.

Gordon peered a head and saw Sugarcoat closing in on Thomas. It looked like they were about to collide. So, he leaned forward to gain more speed. Thomas was completely unaware of his surrounding or Sugarcoat approaching him. He was only preoccupied with passing Sour Sweet, who had gained the lead back at the switchback. Before the two could ram into each other, Gordon zipped in and got between Thomas and Sugarcoat, bumping into and grinding against her kart with both their wheel's hubcaps screeching against each other. Her kart was also unstable compared to Gordon's, so he managed to scuff her wheels off and send its spindles grinding against the pavement. Sugarcoat frantically tried steering her kart straight, but with many of its parts already gone, the rest of her kart finally broke down too. She found herself skidding to a stop with both wheels now gone. Sugarcoat sat stunned while watching James, Percy, Emily then Toby zoom through. Thomas and Gordon quickly shared an appreciative head nod before racing onward again.

Both teams were now close to reaching the finish line. They had to cross underneath a metal, overhead scaffolding marked with black and white tape lined up along and leading to a circular road field. People stood behind barriers to get a clear view of the racers passing the finish line.

"The Shadowbolts are going to need a miracle in order to gain the upper hand at this point," Cadance said.

"You said it, Principal Cadance," Shining Armor agreed. "It's not looking good for CPA or its competitors. The Wondercolts may finally regain their lead after all."

"You got this, guys!" Juniper cried from the bleachers.

Her and Edward were now caught up in the tension as well. Every racer sped down a steep incline slope from here on out.

The other engines hanged back while Thomas and Sour Sweet rode neck in neck, both scowling with unwavering intent to get ahead of one another. Sour Sweet soon inched her kart head and gained first. Thomas did the same, regaining his lead again. Both teens caught on to what they were doing and battled it out to stay in first, with Sour Sweet lurking forward, then Thomas, then Sour Sweet, then Thomas again, both arching their heads forward to gain more speed. The two were closing in on the Finish line. Percy, Juniper, Edward, audience members, Cadance and Shining Armor watched in slow suspense. Who was going to come in first?

A green light flashed in sync with a ringing bell. Thomas crossed the finish line and under the scaffolding.

Upon the bell going off, everyone from Canterlot High and spectating visitors, all up roared into a celebratory applause. Soon Gordon passed the finish line too, then James, then Emily, then Percy, and then Toby. Lastly, Sour Sweet slid cross the finish line with nothing but herself, her seat, and her steering wheel. There was nothing left of her kart, which had spontaneously crumbled before her during Sour Sweet's scuffle with Thomas. A completely mystified Sour Sweet just sat in her seat even as it came to a final stop.

Cadance and Shining Armor shared skeptical looks before making their announcements. They knew something was off about this event.

"Ladies and Gentlemen, The Wondercolts are today's winners!" Cadance broadcasted.

Juniper and Edward were cheering along with the audience members, who began chanting their team's name over and over in a collective mantra.

The Engines all climbed out of their karts and removed their helmets. Thomas looked out to the crowds of people all around them and the monitors broadcasting everyone from the bleachers chanting him and his team. The other engines were amazed by this as well. People were finally praising them again. They were almost caught up in all the celebratory admiration that they forgot to be excited for their win over the Shadowbolts.

Gordon, James and the others, thinking they were approaching them to sing more praises, proudly invited a mob of people to swarm towards them. But instead of going up to any of the Engines, they went over to Thomas, who was surprised to see so many people lining up to see him as they whipped out their phones and snapped pictures. Thomas, loving the attention, simply chuckled and posed for cameras and soaked in everyone's compliments.

Off to the sides, the Engines all looked over to the mob surrounding Thomas and angrily crossed their arms, aside for Percy. How could Thomas receive more fame from their victory when they were competing too? They all thought. Only a select few of people came over and quickly snapped their photos before going off to meet Thomas.

Back over at the bleachers, Edward noticed how many of them where sporting Thomas' number one insignia from the televised monitors. They were also lots of children holding Thomas merchandise and balloons.

"Hmm. Quite an awful lot of people sporting Thomas' number here today. Wonder why that is?"

"Well, Thomas is starring in a movie now," Juniper answered.

"But how did they know he'd be here?"

"I may have been posting pictures on Snapgab," Juniper admitted, sheepishly. "And telling everyone where he'll be, and doing, and a bunch of other stuff that give away his whereabouts."

Edward politely smirked.

* * *

The Engines and their grimace were quickly diverted by Diesel and the Shadowbolts, who all showed up at once after recovering from their wipeouts.

None of them were hurt, but the Engines could see they were definitely staggered and banged up. Each member carried a piece of broken parts with them. Lemon Zest a steering wheel, Sugarcoat a regular wheel, Sunny Flare a brake lever, Sour Sweet a panel with CPA's logo, and a roll cage still hung on top of Indigo Zap's shoulders. Diesel struggled to remove the kart's seat still wedged to his bottom until finally plopping it off.

"You, you, YOU!" Diesel was too furious to get a word out.

"Swapped our karts with yours?" James crossed his arms smugly, "Why, yes, yes we did."

The Shadowbolts were all shocked. Thomas' had the idea of switching their broken karts with theirs the moment upon discovering Diesel's scheme to disassemble them. With a few tune ups and paintwork, the Engines were able to decorate the Shadowbolt's kart with their colors while they were left with the broken ones, which looked completely identical to theirs. This provided a prime opportunity for the Engines to replace theirs with ones that the other team would barely notice being different up until the actual race begins.

The Engines were proud of how well Thomas' idea worked out, but the Shadowbolts themselves had no clue about Diesel's scheme. Only Sour Sweet knew, and she proceeded to shoot a furious glare over at him.

"Nice try, Shadowbolts," Gordon said. "Thought you could sabotage a big, strong engine like myself? Ooh how wrong you were."

"Bet you didn't expect us to pull a swap 'n' paint over!" James added.

James and Gordon then both high fived each other while chuckling. Everyone on the Shadowbolts was confused and furious. Indigo Zap removed the roll cage over her head and threw it aside.

"That's why we crashed?!" She exclaimed. "You rigged our karts?!"

The two began butting heads again as they approached each other.

"Hah!" James argued. "More like you tried to rig ours. Good thing we came up with this brilliant idea and exposed you for the cheaters that you are!"

"What are you talking about?! We didn't do anything!"

Then, everyone froze stiff when hearing a prominent voice clear their throat to get their attention. James and Indigo Zap's eyes widened in fear, because standing between the two were Principal Cadance and Shining Armor giving everyone disapproving glares. Both teams looked over and were met with immediate anxiety.

"Uh-oh," Diesel said, quietly.

He tried sneaking off by slowly stepping away. But Diesel's attempt was foiled when Sour Sweet angrily grabbed his jumpsuit's back collar. Diesel still tried kicking his legs forward despite remaining stationary in her firm grasp.

"Does anyone want to explain what we just saw out there?" Cadance demanded.

"I do!" Percy volunteered.

He angrily stepped up to Cadance and Shining Armor waiting for an explanation. Percy was more than willing to throw them under the bus, especially the one he thought was his friend.

"Ma'am, it was all the Shadowbolts fault!"

"Percy?" Lemon Zest said, worried.

"We only switched out their karts because they're the ones who messed up ours in the first place." Percy scowled and pointed to them, "Our friend Juniper Montage heard them planning it right after you left."

The Shadowbolts were all appalled by Percy's accusations, especially Lemon Zest, who began to feel saddened and utterly betrayed from seeing her friend blame them for something they still had no idea about.

"Is this true?!" Shining Armor asked, sternly turning to them.

"It wasn't us!" Sour Sweet exclaimed. "It was Diesel! Okay, yeah, I did consider it but-"

"But instead of taking up this issue with either me or Shining Armor," Cadance began, "Both teams decided to put each other in danger."

Her and Shining Armor then turned to the Wondercolts, now starting to piece everything together and seeing who were at fault. Both sides were pointing fingers, so it wasn't easy to tell who was really to blame. The Engines were shocked. Why was Cadance now suddenly turning on them? Things weren't looking so good for either team.

"But we did want to report the Shadowbolts!" Gordon claimed. "Thomas-"

"My students were nearly hurt because of this stunt you pulled," Cadance continued scolding.

"Cadance should have both your teams disqualified for disrupting our fundraiser," Shining Armor presented.

"Along with conducting shameful tactics!" Cadance scolded to the Shadowbolts. "Honestly. Not even Principal Cinch would teach you girls to stoop this low."

Both Wondercolts and Shadowbolts gasped. They begged and pleaded with Cadance and Shining Armor, but they were close to making a decision. Before the two could say anymore, a faint, but fairly loud collection of voices boomed from across the finish line. It was all the visiting audience members surrounding Thomas and chanting his name. Cadance and Shining Armor looked up to one of the TV Monitors and saw Thomas happily watching all his fans cheering for him.

"Thomas! Thomas! Thomas! Thomas!"

Both Shining Armor and Principal Cadance shared perplexed looks. They didn't know why he was suddenly so popular. Shining Armor then examined at his smart pad. Readings displayed on screen were sky rocketing. The Fundraiser was now making more money than either initially calculated. And It was upon seeing this that both realized their fundraiser was generating funds because of Thomas.

"Are we still in trouble?" Emily asked, shyly.

Despite their confusion, Principal Cadance and Shining Armor decided not to take any action for now. They couldn't afford to ruin the fundraiser by letting go their only participating teams.

"We can't disqualify them, Shining Armor," Cadance confided. "Not without ruining the Crystal Race."

"She's right," Shining Armor said to everyone. "But don't think you got off lucky just yet. The last challenge is being held tomorrow. Cadance and I will happily award the winners, but a proper punishment for both teams _will_ be decided afterwards."

Cadance exhaled a frustrated breath and shook her head.

"I am _very_ disappointed in you all," She said.

And on that, her and Shining Armor left both groups to themselves. Now they all felt horrible about their actions, especially since the catalyst of their predicament were singlehandedly caused by one member from their teams.

* * *

Meanwhile, Thomas was still soaking up all the attention and fame from everyone that cheered him on during the race. He quickly noticed that a lot of these people were mostly Thomas fans, as they and their children possessed merchandise with his name and face on them, and wore clothing with his signature number sewn on.

Things soon started to settle down when CPA staff and faculty members arrived to clear the area. Thomas watched everyone leave, a little disappointed but glad that many people seemed to have been happy just to meet him in person. But as everyone cleared out, only one boy remained and slowly stepped gingerly closer to Thomas.

As Thomas went to find his friends, he stopped in front of said boy, who stood with arms behind his back and head hung low with both eyes staring back at Thomas.

The Boy had orange hair, apple green skin, and light blue eyes. He wore a dark and sky-blue polo shirt, blue pants, brown shoes, and a red baseball cap with a yellow number one on front. Another feature that stood out to Thomas was a Thomas shaped whistle held clutch within both his hands.

Thomas immediately recognized who he was, and smiled after staring back at one another.

"Oh! I remember you. You're that boy I helped back at the theme park, when you were separated from your parents."

The Boy was especially happy that Thomas remembered him. Thomas knelt down to meet him at eye level.

"Did you and your family come out to watch the race?"

He nodded, shyly with arms hidden behind his back. Thomas chuckled a little under his breath.

"I'm so glad you did!" He then began showing off in a prideful manner. "So, what did you think of our go kart derby? Was my team amazing or wha-"

Out of nowhere, the Boy lunged at a surprised Thomas and wrapped his arms around him in a tight hug. He kept hold of his grasp, almost like he'd been waiting days to give this out specifically to him. Thomas smiled warmly. He figured this was the Boy's thanks for helping him out before. Thomas then gently wrapped his arms around the Boy and hugged him in return, both feeling relaxed and happy.

Thomas was grateful that he came all this way just to thank him. But the Boy had other reasons than just an appreciative gesture. When Thomas returned him to his parents a few days ago, the Boy realized a lingering query that made him want to see Thomas again to officially confirm something. And what he uncovered from this little exchange all but validated the Boy's innocent but outlandish theory; outlandish in a sense that could only be possible if he knew about the two worlds connected to the Wondercolt Statue.

"There you are!" The Father called, as he made his way over. "What did we say about wondering off?"

The two finished their hug with the boy now looking regretful.

"Sorry, daddy."

But the father soon forgot to be mad and worried when he noticed Thomas still kneeling next to his son.

"Hey, aren't you that young man who helped my son at the park?"

Thomas got up. "Yes, Sir. That's me! Steam Wheeler; my uh, 'real' name."

The Father smiled. He took Thomas' hand and proceeded to shake it.

"Well, it is an honor to meet you again, Steam. No wonder my son seemed so fascinated and eager to come here. You're his favorite movie star right now."

"Huh? Oh, right. But, how does everyone else know I'm in a movie?"

"Why, they just released a teaser trailer for it today!" He explained, while whipping out his phone and pointing at it. "It's trending all over social media as we speak."

Thomas barely understood a word he said, but was happy regardless. Could that be the reason why so many people were interested in him now all of a sudden? Thomas became fascinated by his sudden popularity. He was curious to know how this trailer got people eager to see his movie.

"I personally think you're perfect for the role. You even sound _exactly_ like the character."

"Are you a fan of Thomas too?" Thomas beamed, a little surprised.

"Ever since I was his age," The Father said, patting the Son's head. "But now, I'm a little too old for that kind of stuff. And, well, I've since out grown it. But kids will like what they like. Better to encourage their interests than stifle it, right?"

"Absolutely!" Thomas agreed. "I'll bet he probably knows a lot about Thomas because of you."

The Father chuckled, lightly. "Yeah. Well, we better head back. His mother's probably worrying about us. Good luck with the new movie, Mr. Wheeler! Our whole family's looking forward to seeing it."

He picked his son up and left in the opposite direction. The Boy stared back at Thomas as they walked on. His chin laid on his father's shoulder, and with the Thomas whistle in is right hand, the Boy waved back at Thomas until they descended within the crowd.

"Bye, Thomas!"

Thomas chuckled and waved back.

"Hope we see each other again soon."

Everyone has been doing nothing but praising and admiring Thomas. His movie hasn't even been released yet and yet people all around him were gushing over Thomas and his big movie role. 'Is this what being a star is like?' Thomas thought. If so, Thomas was liking his movie star status more and more with each person that wanted to take pictures and have him sign autographs.

* * *

Both Wondercolts and Shadowbolts were now arguing over who's fault it was for destroying their vehicles. The Shadowbolts tried defending themselves despite having no knowledge of what went on behind the scenes, and the Engines were not having any of their explanations. Diesel only quietly stand off to the side and listened to their bickering.

"So much for not wanting to hurt us, huh Sunny Flare?" Toby judged with crossed arms.

"For the last time," Sunny Flare stressed, "It wasn't us!"

"I told Diesel not to do anything," Sour Sweet said. "But he must've gone behind our backs."

"We don't doubt Diesel had a hand in it," Gordon said. "That was already obvious. Having you all take part in such silly schemes is what's most despicable."

"Like we'd ever go along with anything that nitwit ordered us to do in the first place," Sugarcoat argued.

Diesel was a little upset by this, but continued growling with frustration.

"Oh, you'd like us to believe that, wouldn't you?" James said.

"We wouldn't put it past you not to either way," Indigo Zap insulted.

"And what's _that_ suppose to mean!" Emily chimed.

Both sides once again embroiled themselves into an endless squabble. Juniper and Edward showed up to find everyone budding head. Edward cleared his throat, which gained everyone's attention and looked over to him and his disapproval stare. The Engines begrudgingly withheld any further arguments they had built up and collectively decided to just leave, eventually joining Edward and Juniper.

Before they left, however, Juniper Montage faced the Shadowbolts, all giving her mean glares. They were waiting for her to explain that she only heard Diesel and Sour Sweet discuss his schemes. The Engines all looked to her. Juniper didn't know what to do or say. So, she said nothing, and joined her friends as they all politely took off without another word.

"Yeah, well, fine by me!" Sour Sweet yelled, bitterly. "Not like believing us would've made a difference. You're still going down tomorrow!"

The group then turned their attention to Diesel, who had been looking for an open window to flee and avoid anymore confrontation brought upon himself. Diesel didn't know what to expect. But seeing all his teammates agitated frowns gave him a pretty good idea.

"Thanks a lot, Diesel," Sour Sweet grumbled.

"W-what for?"

"For using up my one reason."

Diesel was stunned. "Does… does that mean-"

"You're out of our team!" Indigo Zap said.

"At least until we find a replacement," Sugarcoat stated.

"No! P-please!" Diesel stammered. "Give me another chance! I-I-I promise I'll do better! Please!"

But none of them listened. Instead, the Shadowbolts hung their chins to the sky and walked off in a sophisticated manner while Diesel tried begging and pleading. But it was no use. The Shadowbolts had enough of him. Now a frantic Diesel was left alone, and left to wonder how Adagio or Gisborne was going to react when they find out he couldn't bring the steamies back to Sodor, because of his own impatience and obsession with control getting the better of him and his lonesome in the end.

* * *

Unknown to any of the Shadowbolts, however, Lemon Zest had snuck off to catch up with the Engines. She wanted to check up on Percy after he blamed them for ruining their karts, and make sure he wasn't really mad at him.

"Percy, wait!" She called.

But he ignored her and continued walking on with Lemon Zest following from behind. Percy felt too betrayed to listen to her.

"Percy, please talk to me."

"I don't want to hear what you or any of your friends have to say, Lemon."

"But we're friends too… aren't we?"

Percy stopped in his place and turned around to face Lemon Zest.

"That was before I learned you were only pretending to be my friend. All so that you and Diesel could put my friends in danger to win some silly race."

"… No." Lemon Zest was completely taken aback. "Why would pretending to be friends put you in danger?!"

"Don't bother, Lemon Zest," James came to his defence. "Percy knows better now than to trust a Shadowbolt."

Lemon Zest was fuming. Now she had to convince Percy that her team had nothing to do with Diesel. But she could see Percy wasn't going to listen to none of it.

"I _never_ would've done that, Percy." She hugged her arm, "Not anymore. Don't you believe me?"

Percy turned his back away from her and simply stared at the ground through lidded eyes in complete downcast.

"I'm sorry, Lemon Zest. But, I don't."

Hearing this absolutely crushed her. Percy then rejoined his friends. Emily and Edward wrapped a supportive arm around him to comfort Percy and his growing sadness. He felt awful. But not as awful as Lemon Zest and her quivering fury.

"Fine! Be that way!"

Lemon Zest turned her back away and hugged herself tight. Tears began swelling in her eyes, much to her annoyance. Lemon Zest whipped them away before storming off with more beginning to stream down.

* * *

 **To Be Continued.**


	27. Chapter 26: The Diseasel

**Synopsis: Twilight, Sunset, Pinkie and the saddle tank twins, Bill & Ben, have been separated from their friends. With more diesels now out to get them and low on options for safe havens, they seek to find new salvation in an unlikely area of Sodor.**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 26: The Diseasel**

Visitors to the Island of Sodor arrived at Ulfstead Castle for a sneak preview of the Earl's upcoming Railway Museum, which they were pleased to be invited for. Glynn the coffee pot engine pulled up along a platform with open topped carriages and waited for passengers to board. There were easels along the station platform with promotional posters for the upcoming Railway Museum, and a picture of Thomas's basis and numbered emblem printed centre first. Some people murmured among one another as they took their seats.

"Do you suppose those funny looking steam engines running a muck are here to promote the Earl's new museum?" Said a passenger.

"I would like to see them up close if that's the case."

"Did you hear that he plans to open his museum in the fall?" Said another.

"I heard Thomas the Tank Engine is said to be the star attraction!" Another chimed.

"Oh, I do appreciate the Earl for preserving all these old relics."

"Indeed. It'll be a shame if some have already been lost to scrap."

Glynn overheard this with a fallen face and thought about all the engines who were sent away for that very reason. He tired to chipper up when reminding himself of those rogue steam engines the passengers mentioned. Perhaps their fate can be preserved after all if their intentions were indeed true.

Inside the Castle itself, Duck was frantically roaming around estate grounds looking for his friends. Duck had quickly found that Oliver, Toad, Donald and Douglas were nowhere to be seen. He hadn't seen either engine since Adagio arrived under suspect that they were providing Twilight Sparkle and her friend's a place to hide out.

"Oliver?!" he called.

He searched all over Ulfstead Castle, from the drawbridge, to the turntable, and the station inside.

"Donald?! Douglas?!"

He curved along the tracks outside, looking out to the broader landscapes surrounding the estate for a better view.

"Toad?"

Duck began to worry even more as he pulled up along one of the station platforms outside. How could they all just disappear like that? What if Adagio told Gisborne what they were doing and took them away to be scrapped? This sent a worrying shiver through Duck's boiler.

"Oh. Where on earth could they be? Do either of you know of what happened to them?" He asked the older engines. "I'd hate to think they've been sent away."

Stephen puffed up next to Glynn and his platform across the junction. Both him and Glynn weren't sure about telling Duck what Oliver and the rest told to keep secret. But Glynn and Stephen could tell Duck was upset by their sudden disappearance.

"I think you'll find, Duck, that they're well on their way to aid those girls again," Stephen commented.

Duck gazed at the castle gates exiting the estate and its descending hill. He gasped deeply with bulging eyes.

"They left?! But we're not allowed to leave estate grounds. It's against the Great Western way."

Glynn chuckled, "That's not stopping them, lad!"

"They wanted to help their friends," Stephen said. "Unlike a certain Great Western who forbid them from doing so."

Duck was insulted a bit but was more concerned about his friends. He groaned with worry.

"I've got to find them, or we'll all be in huge trouble!"

Hissing steam and blowing his whistle, Duck set off towards the Castle gates. But upon reaching them, Duck immediately stopped in his place inches from the exit.

"Oh. What am I thinking? I can't leave either. A Great Western engine stays where he's needed."

But the more Duck peered at the slope ahead of him, the more he thought about what kind of danger his friends might be in. They could've been derailed, smashed, or sunk. Have they already been caught? Have they been sent away? The Girls very likely have no idea that they were out now out in about; no doubt causing a ruckus to Gerard Gisborne's Railway.

Duck gulped nervously. "Err, then again, I can't just sit here and let something bad happen to my friends."

So, Duck began puffing through the gates, only to come back up again.

"No! I can't risk running off again! I shan't!"

But the temptations were too much for Duck. He knew he had to stay where he was told, but he couldn't help leaving his friends to get into trouble. Duck set off again, but kept on returning to the gates with more denial and second guesses.

"Great Westerns do as they're told. No, I must help my friend! But then I'll get in trouble too. But they may need me! No. Yes. No! Yes! Oooh."

He cycled through his indecision while exiting through and returning to the gates again. Stephen and Glynn watched from afar, with both sharing unamused glances over Duck's constant indecisive trips backwards and forwards.

"What if they come back? Someone will have to stay put and see to it that they do if that's-"

Suddenly, cutting himself off, a surprised Duck felt someone jolt him from behind.

"Ohw!"

Stephen had pulled up behind Duck with an open carriage train full of visitors.

"Off you go now, Duck!" Stephen smiled. "Go on, get!"

The abrupt but small jolt baffled Duck for a brief second. He didn't say anything more and simply took Stephen's advice without another second thought. Duck tooted his whistle and took off towards the estate's hill.

"That's it, Duck! That is it!" Stephen laughed. "Some old stuck up has to teach those diesels how its done! And our friends could use an extra set of buffers to boot! Keep going! You got it!"

Duck kept on puffing while a chuckling Stephen slowly traveled from behind, watching him quickly reach and descend its slope in a reluctant pace.

* * *

The Girls had just escaped Ffarquhar Quarry after Mavis, now charmed by the Siren's magic, ambushed them in an attempt to capture them and Bill & Ben. But during their risky scuffle, a diesel nearly derailed Twilight, Pinkie and the twins, which forced them to split off from the group. Sir Topham Hatt and the rest had to keep going to avoid capture themselves. They have been separated. Neither group knew of each others whereabouts or their status. Both sides could be in much more danger or safe and sound as far as anyone knew.

Now, Twilight Sparkle and Pinkie Pie were hurrying through an enclosed line with Bill & Ben still coupled up facing Pinkie. They brushed past thickets of overgrown trees, never stopping to check if they were still being followed by any diesel until emerging from the siding and back onto the Mainline again.

All seemed clear. No diesel was in sight. Twilight and Pinkie soon slowed their chuffing while they and the saddle tank twins, and wondered what their next objective should be.

"So, what now, Twilight?" Ben asked.

"Yeah!" Bill chimed. "What now, huh?"

"You'll Be Staying With Us At The Steamworks," Pinkie Pie said. "There's _Lots_ Of Space For Us To Hang Around And Have Fun. And I Mean Literally Hang Around."

The Twins did like the sounds of Pinkie's pitch. Pinkie hoped this would cheer them up a little.

"We Can Spin Until We're Dizzy On A Turntable, Swing On Tall Chains, And Goof Around Till You Forget Your Ups And Downs!"

"That does sound fun!" Bill said.

"Sounds more comforting than Mavis' cooped up shed," Ben added.

"Hey, yeah!" Bill realized. "What about Mavis? The diseasel's gotten to her now too! How do we save her, Twilight?"

"I don't know," Twilight Sparkle said, somberly.

"What do you mean you don't know?!" Ben said, thoughtlessly.

"Then how did you deal with the Siren before?" Bill added.

"With Our Band The Rainbooms!" Pinkie Pie beamed. "We Used Our Instruments To Pony Up And Make Music Magic-!"

"Is that what you girls were up to before?" Bill interrupted while chuckling. "I thought you were only rehearsing a little jingle."

"And what's singing suppose to do; put her to sleep?" Ben joked. "You're saying a song is what's going to save Sodor? Hah!"

"This shouldn't be a shock considering her singing is why we're in this mess!" Twilight said.

"And what happens when she wakes up from her nap, eh?" Ben asked. "Bet you didn't think that far ahead either."

"Honestly. Just stick to exploding sweets and floating magic," Bill said. "It's the only useful magic you seem to have."

Twilight Sparkle was feeling frustrated. Bill & Ben's laughing and teasing didn't ease her stress either. Their abrupt separation from her friends had shaken her up a little, especially when she had no idea if Spike or the others made it out themselves. Even Pinkie Pie wasn't so sure what they found so funny until Twilight finally snapped.

"We're doing everything we can, alright! I would love for the Siren to make things easier, but that's not up to me! Now, let's drop you two off at the Steamworks so me and Pinkie Pie can find the others!" Was all she commanded.

Pinkie Pie and the twins went quiet, realizing they have said enough. They peeved Twilight a little more than they unintentionally did. She was beginning to feel underappreciated for helping them and her friends evade the diesels. Nobody said another word, even as the four engines continued chuffing on.

* * *

It wasn't long until they arrived back at the Steamworks. But what they found upon arrival stopped both Twilight and Pinkie in their tracks.

"What?" Bill asked.

"What is it?" Ben also asked.

Twilight and Pinkie were horrified. From across the site were diesel locomotives surrounding the entire building and causing a loud racket both from within and out. They had invaded the Steamworks.

Word had spread quickly about their hide out, and the diesels soon made do with and cutting off the rogue steamie's resources. Skinhead, Western, and Whistler shunted and dumped their coal trucks straight into the transfer table's well from the Steamworks entrance. Diesel shunters from along a siding next to the building were biffing and bashing their water tankers, toppling them over to their sides and letting water spill out everywhere.

"Oh no! Our fuel!" Twilight cried.

Their reverberating diesel horns and revving engines alerted Bill & Ben to what was going on. All the diesels were having fun dumping and derailing their water tankers and coal trucks while laughing and chortling with delight. Skinhead and Western then quickly spotted the four steam engines.

"Sorry, steamies!" Skinhead taunted. "This site's officially off limits!"

"In fact," Western called, "the whole railway's a no steamie zone. Time for yous to book it!"

The four engines gasped.

"EVERYBOBY, RUN!" Pinkie cried.

Twilight and Pinkie Pie started up and pushed Bill & Ben along the tracks. Many diesel shunters abandoned their fun and took off after the four steamies. Skinhead, Western and Whistler wanted to join but were obstructed by an unforeseen problem on their end.

"Hey, uh, how do we get out?" Whistler asked.

The coal trucks they dumped into the transfer table well hindered and wedged the transfer table itself from moving and lining up along their tracks. They were stuck. The three diesels shared looks, realizing their foolish mess-up but failing to admit it aloud.

Twilight, Pinkie, and the twins chuffed down the mainline once again with their wheels clanking and turning in a speedy pace. They were far enough away, but a group of diesel shunters were still making haste from afar. Along the way, they heard a familiar whistle echo from across their line. Their train slowed a bit when Twilight gasped in realization.

"That's Sunset!"

Puffing through an abandoned branchline was Sunset Shimmer, struggling to keep her wheels moving. She breezed along the tracks with a brigade of diesel locomotives chasing after her. The branchline was obstructed with overgrown trees shading the entire line. Barely any sunlight seeped through, forcing her to carry on in the darkness. Sunset couldn't shake off her persisting diesels or their headlamps. She was beginning to fear the outcome of this chase the more blurred her path ahead became.

At last, Sunset came across a set of point which took her down a line with a light near the end of a darkened railway line. Sunset was relieved until a silhouette of an unfamiliar coal bunker came into view. She quickly applied her brakes but was too late to stop herself from biffing against the engine.

"Och! Ow!" Both Twins say.

"What'd you do that for?!" Ben said.

"Sunset?!" Twilight called. "Is that you?"

"Other way!" Sunset repeated, urgently. "Go back the way you came!"

Sunset pushed against Ben's bunker as her, Twilight, Pinkie, and Bill receded back the other way. The group successfully emerged from the branchline and back on the mainline again. Twilight quickly instruct Sunset to keep going as they too were still being pursued by a pack of diesels. The five engines took off with four rows of diesel engines from afar just now coming into view.

* * *

It took them quite a while, but after finding a siding to hid in, Sunset Shimmer, Twilight Sparkle, Pinkie Pie, Bill & Ben had finally evaded their enemies. They remained hidden, out of sight from any patrolling diesel through an old signal box, and a train of old box vans shunted along the inclined siding.

"I think we lost them," Sunset assured.

Twilight breathed a sigh of relief. "Thank goodness. I'm so glad you're back, Sunset. It feels like things keep getting worse by the minute."

"Tell me about it. I came through the Magic Buffers and there was a whole bunch of diesels just waiting for me."

"Did you have to battle your way past any?"

The two paused as they and the other three gazed to the sky and saw a sparkling green mist stream over their funnels. Bill & Ben were a little fascinated by the flowing energy, not knowing fully that this was the very substance refueling Adagio's pendant.

"I didn't have a choice," Sunset admitted, shamefully. "They had me surrounded. I couldn't lose them."

"The Siren's magic must be getting stronger," Twilight deduced. "Her spell has reached just about every diesel on Sodor."

"Even Mavis," Bill said, somberly.

Sunset looked over to Bill & Ben and their downcast faces. They weren't in Mavis' shed anymore, and were now accompanying Twilight and Pinkie Pie, which could only make Twilight's hypothesis true. Twilight then briefly explained what had just happened while Sunset was away.

This made Sunset angrily grit her teeth and hiss steam. A part of Sunset was beating herself down for not being here when Mavis and a bunch of diesels ambushed her friends.

"She'll pay for this!"

"But What About Bill & Ben?" Pinkie asked. "They Still Need Someplace Safe To Hide."

"There is no place safe, Pinkie," Twilight said, sternly. "The Steamworks is gone, Ulfstead is too risky, and there are hyper enchanted diesels everywhere forcing magic out of us. Face it; She has us out numbered, out sourced, out of alternative options that don't benefit her!"

The group fell silent, letting Twilight's rant sink in the more the thought of it. Things did not look so good at all the more they did. Sunset wanted to say something to elevate tension, but could sense Twilight was under a lot of stress. She decided to leave things as they were for now, and for everyone to process their predicament. Ben sighed, sadly.

"I miss our quarry, Bill."

"Me too," Bill agreed. "I miss playing tricks on Timothy, and bumping trucks about when we're suppose to be working."

"And having workmen give you silly paint work without you knowing."

Bill gasped, "You told me it was the painting fairy!"

Ben giggled sheepishly. But then sighed while reminiscing their time at their quarry.

"If only we can stay in our own sheds again. We wouldn't be such a burden then."

Twilight was surprised from overhearing what he said. She could clearly see the dejected looks on Bill & Ben's faces. Did they really think this? Despite some agreement to their comment, Twilight didn't want the twins thinking this badly about themselves, especially when she knew another friend or two who felt the same, herself being one of the two at one point.

Pinkie Pie inhaled after thinking of an idea.

"Great Idea, Ben! Why Not Stay In Your Own Sheds?"

"Because there are diesels in the China Clay Pits, duh!" Bill said.

"So? Maybe There's A Way To Clear Them Out And Make It Safer For You To Stay?"

"But we can't fight them, Pinkie," Sunset Shimmer reminded. "Not unless we wanna give away where we're hiding or feed the Siren more power."

After thinking it over, Bill & Ben gasped and looking at each other, then back to the Girls.

"We might know a way!" Both say in unison.

Twilight, Sunset and Pinkie Pie responded, with Pinkie Pie being the only one beaming out of the three.

"You do?"

"An old trick we pulled on BoCo after he stole our trucks during his first visit," Ben grinned, mischievously.

Bill chuckled, "I know that one. Can we try it, Twilight?"

"How exactly do you expect to vacate an entire quarry? Even diesels aren't that gullible."

"I Know I Have A Few Ways!"

Pinkie had suddenly appeared between Bill & Ben out of nowhere and gave them a shock.

"If The Twins And I Are Thinking Of Thinking The Same Thinky Dinky Idea!"

But Twilight was still unsure.

Both Twins held their grin. Pinkie Pie grinned even wider. Sunset Shimmer smirked and looked to Twilight Sparkle looking back at her for answers. But Sunset was allowing Twilight to decide instead. She gazed over at the two twins facing her with innocent grins. Twilight was still highly reluctant and doubtful of their odds, but knew they at least had to do something to make their objective that much easier.

At last, Twilight Sparkle exhaled a heavy sigh, and agreed to their notion.

"Oh, alright."

Pinkie Pie and the twins were exited. Sunset and Twilight then went over contingency plans if anything goes wrong, but both twins and Pinkie Pie assured them otherwise.

"Now, follow us, girls," Ben said.

"And we'll take you," Bill added.

"To the China Clay Pits!" Both say in unison.

Bill & Ben tooted their whistles one at a time then left the siding, with an eager Pinkie Pie, Sunset, then Twilight following suit.

* * *

Puffing proudly, the Twins guided the Girls to Sodor's China Clay Pits. Bill & Ben told stories to Pinkie Pie along the way about their many antics and escapades, including the one they're hoping to pull off. This made Pinkie Pie laugh, knowing half of it from watching Thomas' Adventures On Sodor.

The group then came across Wellsworth Station. Bill and Pinkie zoomed through the station while Bill tooted his whistle. Ben caught up and did the same, while Sunset and Twilight still tailed behind. Not a single diesel was in sight so far, which was very fortunate for them. But some passengers were present to witness the steaming engines trundling by without a care in the world.

After a lengthy trek, they arrived at the Sodor China Clay Company, located on the south side of Sodor.

The China Clay Pits was a massive, expansive mining quarry that extended into two different quarters, from regular opened sites to ones leading into mining tunnels where china clay is dug up and collected in red, open wagon trucks. There were several buildings and a watermill established too. One was near a large, overshot water wheel connected to a long, wooden flume that reached over a mountain and hung above some tracks. Another was situated near a small body of water where clay is farmed and formed into softer molds to make different objects like paper, pottery, and even toothpaste. A factory stood along the mountain ridges looking over the Quarry, and the many work shelters and huts that took up space too.

Sunset, Twilight, Pinkie and the Twins tried chuffing quietly through the site, hoping no diesel was around just yet.

They first saw a three-track opened shed where Bill & Ben used to sleep upon entrance. To their right was an escalating coal dispenser which can be loaded from on top of a cliff side, and water towers stationed near one of many mining tunnels located throughout. There were wooden scaffoldings lined up with tracks that traveled from one side of an overhead railway line to another above the quarry.

Twilight, Sunset and Pinkie stopped in a startling halt when a red, class 08 diesel with yellow stripes far a head shunted into some empty trucks and carried them towards a mining tunnel. Everyone's domes nearly flipped from their boilers. Luckily, the diesel didn't hear or spot them. The Girls continued following Bill & Ben as they quietly lead them towards that very tunnel the diesel took, one that traversed to the other section of the Clay Pits where the actual clay itself was harvest and loaded into trucks.

They chuffed through a darkened tunnel and emerged to a line with narrowed clay walls. Everyone then came across and parked above a high ridge to survey the area for any diesels. There were plenty to be had, some lazily laid about or toyed with trucks, but there were none that they couldn't handle.

One diesel there in particular, however, made even Bill & Ben gasp when catching their attention.

"Look, Ben," Bill said.

"Is that-"

"It is…"

"BoCo!" Both say.

Parked far along over at the main digging path was BoCo. He had a long load of trucks filled with cobbled china clay. Bill & Ben were a bit nervous. This was their first time seeing BoCo in many years. But the Twins knew well enough that he wouldn't be the same friendly but bossy diesel they knew him as. And they had to keep reminding themselves of this to avoid any unwanted confrontation.

"Alright, what did you two have in mind?" Twilight asked.

"Ah, yes," Bill said, cheekily. "Twilight, could you remove Ben and I's name plates for us?"

"Okay?"

Twilight used her telekinesis to remove their name plates and tucked them away into their cabs.

"Everybody else knows their objectives?" Sunset evaluated.

"I'll Handle BoCo, Bill & Ben Will Tackle The Rest, And You And Twilight Will," Pinkie Pie's tone turned aggressive with fiery eyes, "FINISH OFF WHAT'S LEFT OF THEM!"

Then she switched back to her normal, bubbly tone.

"Peacefully," She giggled.

"We do realize Gisborne is going to immediately suspect something fishy when the Clay Pits stop producing clay, right?" Twilight said.

Ben scoffed. "That's on him, then. Because the Clay Pits don't have any fish."

"It's not like we'll be staying here long," Sunset Shimmer assured. "Besides, I'm positive we'll overcome whatever odds thrown at us."

"Do you really think we got this, Sunset?" Bill asked.

Sunset smiled. "If we come out of this still intact, then yeah, absolutely."

Bill & Ben were pleased, even if Twilight still showed some weary hesitance.

Twilight examined the Clay Pits once more and all the diesels occupying the hugely open space. There was a lot of track, and plenty of ways to escape, but none enough places to avoid being spotted, and plenty more were they can be easily cornered if not careful. Once they set out, the whole yard will be on top of them. All Twilight could do was depend on Pinkie Pie and the twins to pull through with whatever they had planned.

"Good luck, Pinkie Pie," Twilight said, looking a head of her. "And remember our training. Don't get too carried away when you're doing, well, what you normally do."

Pinkie Pie chuckled. "Oh, Twilight. How Else Am I Suppose To Have This Much Fun IF I'm Not Giving It 100%?"

"That's not-But that's not what we-"

Tooting their whistles, Pinkie Pie and the twins then puffed off determinedly down the slope while Sunset and Twilight waited for their signal. Bill & Ben went their separate ways along different sidings while Pinkie Pie crept her way towards BoCo's train.

* * *

Pinkie Pie snuck up along side BoCo's fairly long train of trucks, examining them and her surroundings in case any diesel spotted and tried sneaking up on her. When BoCo finally came into view, Pinkie beamed with excitement and hurried forward with her tongue sticking out to the top corner of her mouth. She parked right next to him, startling BoCo a bit when her screeching brakes halted herself and hissed a chipper steam.

"Hi!" She greeted. "I'm Pinkie Pie!"

He looked over to his right to see a small, pink steam engine of a NS, 7742 "Bello" type. BoCo immediately recognized her after panting and looking cross from her presence alone.

"I know who you are. Sir Topham Hatt sent you to cause us even more trouble, didn't he?"

"Nope! I Sent My Self Sent Me To Send Myself On A Top Secret Mission Of Self Epic, World Shattering Proportions! One That Could Fall Apart Instantly If Even The Slightest Set Path Doesn't Go Accordingly To What I Set Myself Out To Accomplish."

"Which is what, exactly?"

"To Become Instant Besties!" She grinned immensely with a squee.

BoCo was daftly confused. "Well, you're not welcomed here, steamie. So, make like a bee and buzz off before I make you."

Pinkie felt a little disheartened.

"Aw, But I'm Just Trying To Be Nice. Mavis Said You Used To Be The Friendliest Diesel Ever Until Her And A Bunch Of Other Diesels Eventually Stole That Title. Though, I Suppose They're Not So Friendly Anymore Either What With The-"

"There's no need for such nonsense in this day in age," He interjected, already getting annoyed. "Just like how there's certainty no room for your like to be trespassing on our Island."

Pinkie Pie steamed. "Ugh! You Really Are A Big Meanie!"

"Not my concern," BoCo said, rudely. "Now, I'm giving you a chance to slip my sights, little steamie. I'd suggest you take advantage if you know what's good for you."

"Okay. I Tried Playing Nice, Buster, But You Asked For It!"

Pinkie then scuttled back the way she came, leaving a mildly perplexed BoCo to wonder what exactly she was up to.

He quickly caught on, however, when Pinkie Pie puffed up to him again, this time parking on his left. She tooted her whistle and backed away again. Then appeared on his right, tooting her whistle and chuckling a silly giggle before reversing away to pull up on BoCo's left side. Then his right, then his left again.

BoCo was not impressed. He had a pretty good idea what kind of trick Pinkie was playing based on past experience.

"Huh. Nice try. I know there's really two of you."

"Yoo-Hoo!"

Her voice came much further away. He gazed far up to the railway along the mountain ridge. There, situated at the very top was Pinkie Pie looking over him and the entire Clay Pits.

"What in the…?"

BoCo was so flabbergasted he wasn't paying attention as he purred forward a bit. Just how many of the same looking engines were there?

"Hi!"

Pinkie Pie was now suddenly right in front of BoCo, beaming her perky grin. This made BoCo yell and jerk back in complete shock.

"Huah! That's-That's not possible!"

"What's Not Possible?" Pinkie asked, pulling up to his left.

BoCo and his bulging eyes couldn't handle her anymore. The surrealness sent BoCo into a shrieking fright as he took off, leaving his trucks behind.

"Where're You Going?!" Pinkie started chasing after him. "Oh, That Looks Fun! Here I Come!"

But all BoCo did was scream again when he heard her chuffing getting closer. No engine can or should be able to move from one track to another like she did. Nothing spiralling out of control through his rational thoughts could explain the utter absurdity of this engine and her antics. This could not at all be the work of two or three engines. It was all one engine.

* * *

Meanwhile, a few diesel shunters could hear all the commotion going on. They stood together and lazily watched BoCo running and screaming far in the distance. The perplexed diesel shunters hadn't noticed Pinkie Pie, so they had no clue what BoCo was running from.

"Hello, fellas!" Ben greeted with his whistle.

They all gazed up at where the tunnel connecting both quarters of the Clay Pits lead. Ben stood before it along the ridge, shooting everyone a taunting smirk.

"Hey!" One diesel called, "It's a steamie!"

"Get 'em!"

They revved their engines, honked their horns, and made their way after Ben, who had already descended back into the tunnel. One diesel after another caught up and entered the tunnel with reverberating horns echoing throughout. The diesel pack emerged and searched their surroundings. A peep from Bill's whistle alerted them to the line above. Bill rode along the mountain's cliffside railway with a few diesels already chasing after the chuckling engine.

"How'd he get up there so quick?" One diesel asked.

"Nowhere for him to run now at least!" Grumbled another.

Even more shunters joined in. But before they could make their way up to Bill, Ben called them again with his taunting whistle which stopped each diesel in their tracks. They looked over and saw Ben disappearing back within another tunnel while laughing cheekily. The shunters were overtly confused.

"Uhhh. He's in those tunnels now?"

"But how?"

"Hey, less asking, more chasing!" Commanded one.

The diesels, despite complete bemusement, charged towards Ben with battle cries and entered his tunnel.

* * *

BoCo wouldn't dare stop and look to see if the little pink engine was still following him. Anywhere he turned, wherever he looked, Pinkie Pie was always right in his sights no matter how far he got. She would chuff in front of, beside of, on top of, or behind him.

"This Is Fun! You Know What'll Be Even Funner?" She said, appearing to his left and his right back and forth. "If I Started Running And Now You Had To Find Random Spots To Pop Up And Surprise Me! Guess You'd Be Too Big For That, Huh? Oooh, I Know!"

She fell behind BoCo, who still couldn't comprehend anything going on.

When Pinkie rolled up to his right side, it only complicated his astounded fathoming even more, especially when she became even more nosier than she let on. Pinkie Pie had reappeared, now with two bass drums hung from her cab, cymbals attached to her side rods, a trombone and tuba on her footplate, a harmonica positioned near her mouth, and an accordion on her buffers. She played each instrument she could while some played on their own such as the bass drums, cymbals, and accordion.

"C'mon, BoCo!" She encouraged. "Shake A Radiator And Let Loosie Your Inner Goosie!"

"Just get away from me!"

This made him build more speed in a frantic attempt to get further away from Pinkie Pie and her abnormal, engine sized, musical instruments, which echoed all over the Clay Pits.

* * *

The pack of diesels following Ben into the tunnels had lost track of the little yellow and red saddle tank engine. They were now in the dark, wondering where he could've gone. Then, Bill's whistle echoed all around them. Suddenly, a reverberating racket of crumbling dirt and rocks could be heard falling further down their path. A little light that lead back outside became dimmer and dimmer.

"That weasel is trying to trap us!" A diesel said.

Honking their horns, they started trundling a head only to find their exit completely blocked off by piles of dirt and clay rocks.

From outside, Twilight Sparkle was using her telekinesis to lift an entire truck off its tracks, tilt it over, and dump its clay rocks in front of their path to cut off access.

Meanwhile, Sunset Shimmer was chasing after more diesel shunters who were following Bill earlier. She herded them all into the other tunnel entrance then backed out of its way while signalling Twilight, who collected more clay trucks and quickly got to work by repeating the same process again. More diesel shunters entered the tunnel but were soon backed up and bumped into their fellow shunters with one biffing and bashing another from each collision.

"What are you doing?!" One called. "He'll have us all caved in now! Go back!"

But it was too late. Twilight Sparkle had already finished closing off their last exit with more clay rocks, completely trapping every diesel shunter inside the darkened tunnels, much to their worries and frustration. Stacked on top of said clay piles were red, open wagon trucks that left only a minuscule gap of light between the ceiling and dirt pile.

The diesel pack couldn't barge the dense assemblage no matter how much effort was put into pushing one another. The front diesel's wheels began dangling off dangerously from pressing too much force against their inert blockade. They could not go anywhere until all exits have been cleared.

* * *

Twilight and Sunset chuckled then chuffed away, finding Bill & Ben already waiting on separate switched tracks. Twilight had been extra worried that Pinkie and the twins wouldn't stick to her training, but was pleasantly surprised to see both still intact. Then, an unfamiliar scream startled them all.

BoCo came stammering out from another, unblocked tunnel with Pinkie Pie giggling and chuffing from behind.

"Forget you crazy steamies!" BoCo cried. "I'm taking this up with Mr. Gisbrone."

BoCo panted and charged towards the main entrance to escape. But to his shock, Sunset Shimmer had already backed into and parked in his way, standing her ground and bracing herself for any impact. Gasping, BoCo braked and tried backing away to take another exit, only to bump into Twilight Sparkle and her beaming smirk. He tried finding more ways out, but Bill and Ben blocked them off just as well and wouldn't move, forcing BoCo to move on. Finally, when BoCo thought he found a way out, Pinkie Pie came puffing up in front of him.

"You Don't Wanna Go Down There, Silly!" Pinkie Pie chuckled. "That's The Way You Came!"

A disoriented BoCo had lost his sense of direction. Without paying attention, he throttled over a set of points facing the wrong line, and came off the tracks, skidding and clanking against the course ground until BoCo was finally derailed from his track. Dirt and clay dust fogged all over him. BoCo's eyes swirled until he regained consciousness again. When the fog cleared, Sunset Shimmer, Twilight Sparkle, Bill, Ben, and Pinkie Pie, who had forgone her instruments earlier, were all stand over him with unintimated frowns.

BoCo coughed out some dust. He wasn't afraid anymore. Staring back at everyone, he was now cross.

"Look what you've done," He berated. "You've caused more damage to this railway than any steamie has during it's service! You think you're making a difference here? You're only holding everyone back!"

This managed to discourage Twilight a little. Her motives for her friend's and their home still remained positive, but the way BoCo phrased his argument made it seem like he was referring to her. But none of what he said fazed Sunset or Pinkie.

"Sir Topham Hatt won't win. None of you will work a day again. Because the days of steam have come to an end."

Bill & Ben steamed with worry, and attempted to speak with him.

"BoCo?" Ben said. "It's us."

"Bill & Ben?" Bill said.

BoCo saw the twins and glared with disdain.

"Don't you remember being our friend?" Bill asked, innocently.

"I remember you lot being a real nuisance."

"But Ben and I miss you, BoCo."

"We're not as troublesome as we used to be anymore," Ben added.

"Only a little bit," Bill admitted with a sheepish grin.

But all BoCo did was shy away with even more contempt. He wanted nothing to do with them. This broke Bill & Ben's hearts, who returned his resentment with their own as they too shied away and pouted.

"Sorry not sorry, BoCo," Sunset said. "None of us are leaving until Thomas and our friends are happily working on Sodor again. Which means you won't be going anywhere either."

Just then, two birds flew into the China Clay Pits and came swooping down towards the engines. It was Fluttershy's birds, Mr. and Mrs. Birdie. They flapped in front of Twilight and Sunset while tweeting a relaxed harmony. BoCo arched a confused brow.

"They don't seem too alarmed," Sunset said. "Our friends must be alright."

"Tell Fluttershy and the rest that we're okay," Twilight informed, "and that we've acquired the China Clay Pits as our temporary hideout."

The two birds saluted proudly then flew back up into the skies with their cheerful chirping.

"It won't be long until another diesel shows up and discovers your little operation," BoCo said.

"Then we'll just have to prep ourselves in case they do," Sunset smirked, bodily.

"Time For A Decoration Montage!" Pinkie announced.

"You two can help Sunset and Pinkie Pie clean up," Twilight instructed the twins. "I'll keep a watch on BoCo."

But the twins had something to say. Seeing the Girl's magic in action back at Ffarquhar Quarry and now at the China Clay Pits, on top of the many things Twilight and her friends have done to keep them safe made the twins reevaluate their previous judgments against the Girls, especially to Twilight and her continuing efforts to help her them and their friends. Sunset and Pinkie didn't go anywhere when Bill & Ben shared a shameful glance, and began speaking.

"Um, Twilight," Ben started, meekly. "We just wanted to say… eh… What we meant to say earlier was-"

"Thank you," Bill finally said, appreciatively. "We're sorry for ever doubting you."

"And thank you for rescuing us at Ffarquhar."

"And, well, for helping us all out, really."

The Twins grinned innocent smiles in hope of receiving any form of forgiveness. Twilight was touched by their gratitude. She hadn't felt this appreciative in a while. But her face soon fell again as she sighed.

"I'm the one who should apologize. We should never forget to depend our friends for anything. Not just ones we know, but ones recently made, to achieve the impossible with their own special talents. It's essential when working together as a team after all."

She looked to Pinkie Pie specifically who smiled back in return. Bill & Ben agreed and were happy that she now considered them her friends too. Twilight thought about what she said and began drawing some conclusions regarding their predicaments, their engine forms, and their current methods for coping as engines on Sodor.

"Guess there's still more to being a leader than I thought. You won't have to worry long. I'll have the answers figured out soon, and become a leader everyone can count on."

This made Sunset Shimmer think about the burden she might've placed on her; for encouraging Twilight to help their friends adapt to their new forms in the first place. She never meant for Twilight to put this much responsibility onto herself. She only wanted Twilight to help keep everyone together by lending her knowledge, encouragement, and problem solving skills. She never meant to put so much on her.

"We didn't exactly make things easier for you girls, ourselves," Bill admitted.

"From now on, you can save Sodor with whatever kooky magic powers you have," Ben agreed.

"Yes. Singing lullaby and Exploding Cupcakes galore!"

"Did Somebody Say A Dozen, Exploding Cupcakes?!" Pinkie Pie exclaimed.

Twilight barred a warm smile. "You two may be maddening, but that doesn't make you any less worth the trouble of helping a friend in need."

BoCo scoffed. "Maddening _is_ the word."

* * *

 **To Be Continued.**


	28. Chapter 27: Underlying Tension

**Synopsis: The Wondercolts and Shadowbolts decide that their competitive nature has gone too far, and that an effort should be made to not let themselves loose sight over what's important. But will one or two members from each side get over their own grievances towards one another, or will their own personal bitterness effect both team's new bonds?**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 27: Underlying Tension**

[ **Early Morning: Day of the Kart Race** ]

Thomas was back at Canterlot's movie studio recording lines for his self titled film about his adventures from Sodor. Many crewmen were busy hustling and bustling filming different scenes involving many life sized, stand in engines that occupied varying sets. Some were located both indoors and outside for ones that were too big to film inside. There was the Knapford Station set, Tidmouth Sheds, Wellsworth, and Elsbridge, and life-sized props of Percy, James, and Gordon were there too. Canter Zoom, the film's director, and his crew were currently in the middle of filming another scene with the life-sized Thomas prop. Things went smooth to Canter Zoom's liking, and production continued running as such even when moving on to shooting more scenes with the human actors and more Thomas scenes.

While production was at work, Thomas himself was inside a lavished, 5th wheeled trailer parked outside the studio lot. He sat down across from G. B. Keeling Jr. enjoying cups of tea. He was tired from having to wake up so early. He didn't understand why Canter Zoom wanted him to come into work when they weren't even recording his lines yet.

Luckily, his tea helped to rejuvenate and supply him with enough energy to start off the day. The two chatted on about recent events from Thomas' adventures; adventure Thomas hoped had already played out on his show.

"And that's when Hurricane shoved me out of the hot slag, only to get himself caught instead! But then, Merlin appeared and saved Hurricane's wheels from completely melting off!"

"Oh my!" G. B. Keeling was shocked.

"But luckily, they managed to fix them afterwards. They even allowed Merlin, Lexi and Theo to work at the Steelworks. And that's how my new experimental friends became really useful engines."

Keeling took a sip of his tea before speaking.

"I must say, none of that sounded remotely like anything Father would write. How on earth do those show runners concoct such absurd premises?"

"Aren't our adventures, I mean my show, I-I mean, Thomas' show, based on his books?" Thomas kept correcting himself.

"They're more loosely based. Everything is unique to the show now. Father only wrote a couple titles before I took over after his retirement."

"Did any of your stories make it into Thomas' show too?"

"Not all, but some did. Some they've even had me write to be specifically adapted for television."

Thomas was amazed. "Wow!"

"So, tell me, Mr. Wheeler," Keeling smiled, "what else would you like to know since we're on topic? Better to have base knowledge of this franchise if you're to be portraying it's biggest star."

"Well…"

Thomas thought about it though several sips of his tea. How could he ask about Adventures From Sodor when he already knew most about it through his own experience? He couldn't ask anything too specific either without giving himself away as being the actual Tank Engine Keeling's father created. But despite sharing some stories of his recent adventures, Keeling didn't seen to have watched most of the show's recent stories from the sounds of it. Something sprung to mind when Thomas thought about what Quibble Pants said at the Thomas theme park.

"Is it true people are really mad about how different the show is from your books?"

Keeling didn't expect this kind of question from Thomas. Most people would just up and critique his work or how drastically different the show is now a days. He had his own opinions regarding people's plethora of complaints, but Thomas appeared curious to know what it was that sparked this outrage. Keeling deduced how to politely explain it to Thomas through sips of his tea before speaking.

"Eh… more recently than usual. I suppose they too disagree with the changes Thomas' show is undergoing."

"But why is that? Quibble Pants says that they're doing everything wrong, but how can that be when my friends and I... uh, thought they were fine... to us at least," Thomas grinned, meekly.

"Well, my father was always very protective of his work. He certainly wasn't a fan of how his stories where adapted. Executives didn't really care much about railway realism so long as it entertained children."

"That's what Quibble Pants mentioned," Thomas said.

"It would seem this same devotion and purism are in deed reflected in readers who grew up on the original books and earlier episodes."

"So, they're only upset about all the changes; that traveling to new places and getting rid of Edward and Henry doesn't properly represent your father's stories?"

"In their own overtly aggressive manner. But people have their own right of expressing love for something they identify with."

Thomas was puzzled. "I guess. That's a weird way of showing how much you love something, though."

He then began wondering just how different the books were from his show to spark such a riff. If Cartoon Thomas was nothing like how he actually was, Thomas knew for sure he'd might find it a little displeasing. And the more he thought about it, Thomas hadn't actually seen an actual episode from his show. How silly and unrealistic did they make him exactly? Didn't they play out just like how he lived it back on Sodor? Quibble's complaints echoed in his head again; how Thomas lost its charm with the addition of different animation, simplified stories, introducing new elements and characters, and many other criticisms Thomas couldn't keep track off.

"I can't blame them, really," G. B. Keeling commented. "Based on that premise you just told me, I know for a fact Father wouldn't stand for none of it. He'd have Thomas' show and this entire production, for that matter, shut down within weeks."

"Oh, right," Thomas slouched, sheepishly. "You don't really like this movie either, huh?"

He remembered Keeling's comment's about Canter Zoom's insistence on changing Sodor's setting to appeal to modern audiences.

Keeling shrugged. "Everything else encompassing this movie might be utter rubbish, but I at least have complete solace in it's main lead role being this production's most faithful aspect."

"Really?" Thomas stood in his seat.

"Believe me, Mr. Wheeler," Keeling smiled, "I knew you were right for this job the moment I heard your voice. People young and old will witness a true return to form from your portrayal of Thomas, and all the roaring fun and excitement he brings on his adventures. Truly, a step in the right direction."

Thomas beamed a happy smile over the thought. Maybe, he thought, if he did portray the character right, then even more people would love him and his show again. But Thomas was completely oblivious to all the changes being made on this movie as well. It was going to take much more than just an accurate portrayal to win over everyone.

"Any who, how's CPA's charity event coming along?"

"Oh, it's going great!" Thomas scratched the back of his head. "Well, actually, my team only gained six points. The Shadowbolts have eight now."

"Well, you still have plenty opportunities to bounce back."

"I hope so. It's just so hard. My friends and I knew next to nothing about what we were doing. I'm still confident we'll win, but if today's challenge is even more difficult…"

G. B. Keeling could sense some distress in Thomas, who trailed off and began thinking about their odds again.

"Steam, this charity is more important than winning or getting ahead the other team. It's an opportunity for students to receive the same amount of proper education, to pass on years worth of teachings and history so they themselves can gather what they've learned, and repeat the same process in whatever suitable fashion."

Thomas did feel a lot better from hearing Keeling's words. This event had become more exhausting for him or his friends. It was much needed to be reminded of why they were competing to begin with, and not just trying to prevent Diesel and the Shadowbolts from taking the lead and being force to return to Sodor in disgrace. Thomas still had a point to prove; that his friends can still be really useful even in a world they barely understood. But everything else that the Crystal Race hopes to benefit felt that much more important.

"So, whatever it is your team's doing, Mr. Wheeler, keep at it. Then you'll see rather quickly, how a lot of good can bring joy to those who'd not realize what they may be missing."

Thomas smiled again and thought about his words some more. Maybe if he does win the games, people will like him and his show even more, which would prompt them to stop judging Thomas, and realize all the good him and his friends can offer despite being engines out of place.

Just then, Juniper Montage entered their trailer.

"Come on, Thomas," She beamed, eagerly. "Uncle Zoom needs you at the recording booth again!"

"Alright!" Thomas stood excitedly from his seat. "Thank you for the tea, Mr. Keeling! I really did enjoy our chat."

"As did I," He said, kindly. "Be sure to stop by my trailer again if you're not busy."

"I'd like that very much. Bye for now!"

"And bare in mind our last discussion when your next race begins, Mr. Wheeler," He reminded.

"Yes, Sir!" Thomas saluted.

Then he followed Juniper out of G.B. Keeling's trailer while looking back and waving goodbye. Keeling waved goodbye in return, before going on to stroke his beard with perplexity. He still couldn't figure out why Steam Wheeler sounded awfully familiar in the way he spoke and presented himself.

* * *

[ **Later That Day; After the Kart Race.** ]

People at Crystal Prep Academy were now cleaning up after the Go Kart Derby ended. Visitors from Canterlot High still occupied CPA's halls, waiting to go back to their own school again. The Race had gotten everyone pumped. They thought the end results and close calls were thrilling. While some CPA students were still bitter over their unexplained lost, they too admitted how fun they had and conversed with CHS students who shared similar opinions about what went down.

The Engines traveled through the corridors, listening to all the talk surrounding their win. CPA students glared or reserved judgement, but CHS students, however, had a different response.

"Rock on, Wondercolts!" One student said.

"Rad driving, bros!" Another said.

"Yay, Wondercolts!"

More praises, even some unheard criticism slipped in, made all the engines feel special again. This was an entirely different response than what they got from CHS students the other day. Even some Shadowbolt supporters kindly applauded their success a little. The Engines loved all the attention, especially Gordon and James, who felt their team hasn't been receiving enough of since the first round, and given how Thomas nearly hogged it all once the race ended.

"Do they really mean it, or is this another form of teasing?" Toby asked.

"Who cares," James gloated. "We're back to being praised again!"

"I'll take what I can get at this point," Gordon said. "After all, we finally proved to those Shadowbolts what a true steamie's strength and aptitude can bring!"

"And got in trouble with Principal Cadance because of it," Emily reminded.

"I told you switching their karts out with yours wasn't a good idea," Edward reminded.

"Don't tell us." James said. "It's Thomas' fault we have to be punished once the Crystal Race is over."

"No, James," Toby said. "We're also to blame for agreeing. It might've seemed right at the time, but the outcome wasn't what neither of us hoped for."

While everyone chatted, Percy kept to himself. He hunched over somberly with hands in his pockets. Percy kept thinking about Lemon Zest. Did she really help her friends rig their karts, or was it really only Diesel who had his hand in it? Percy didn't know, and he didn't want to find out for fear of what the true answer will be. Given the Shadowbolt's attitude towards his friends, and their reputation with competition, it was hard to believe who was telling the truth.

"Everything okay, Percy?" Edward asked, looking concerned.

"Not really," He admitted, dejectedly.

"Maybe we should talk to Principal Cadance and explain what we did," Emily suggested.

Percy wanted go get his mind off of Lemon Zest, so he immediately rejoined when Emily brought up talking to Cadance.

"We can't do that, Emily," Percy said. "Then Thomas will get in even bigger trouble."

"Huh! Serves him right for getting us into this mess," Gordon said.

"Where is Thomas, by the way?" Emily asked, looking over the group.

"Oh, yes," James realized. "And where's Juniper?"

The Engines looked and noticed she wasn't with them either. So, they began looking around each corridor of CPA to find their friends.

* * *

Meanwhile, Diesel and the Shadowbolts were talking to Principal Cadance by her office entrance. Cadance was about to leave when the Shadowbolts showed up to tell her about Diesel in hopes of booting him off the Shadowbolts. But Cadance wouldn't allow it, much to their confusion and frustration. They tried convincing her that another Shadowbolt could take his place easily, but the process of finding someone to do so was one they haven't thought through.

"But Principal Cadance!" Sour Sweet objected. "Diesel's been holding us back since the very beginning, and now look what he's done."

Diesel was not happy to say the least. He remained quiet for the most part, standing aside with crossed arms as he pouted.

"I'm sorry, everyone" Cadance said, politely. "But it's too late to switch out competitors this far into the games. The teams stay as they are."

"But-But," Sour Sweet stuttered. "Diesel-"

"I've already spoken to Principal Celestia on the matter. And she's allowed Shining Armor and I to sort out both yours and the Wondercolt's punishments."

The Shadowbolts were shocked. Diesel, on the other hand, was pleasantly relieved, but was still disappointed to have to serve time at their school afterwards. He had more important things to do after he wins the Crystal Race. Still, Diesel kept up his ploy to avoid making himself look guilty in front of their principal, and to make it so his teammates appeared as collective culprits.

"That's not fair!" Indigo Zap argued. "WE had nothing to do with it!"

"How about treating your fellow competitors with disrespect," Diesel smirked, throwing them under the bus.

"You know what, Diesel," Sour Sweet got in his face, "I'm tired of your little charade!"

Then the two teens, with the others chiming in, all broke into a dispute over who's really to blame. They knew very well that their karts disassembling was Diesel's doing, but his firing back with the fact that the Shadowbolts haven't been displaying friendly sportsmanship made them jump to their own defence. Cadance, meanwhile, watched in horror at the bickering and arguing, both disappointed and saddened by their behavior. No matter how much she hoped the games could change their attitude, they really haven't changed a bit.

She lets out a dejected sigh, catching the Shadowbolt's attention.

"And here I thought this race would've been fun for everyone," She admitted. "I never wanted things to come to this. The competition, the arguments, the blaming. This isn't what a charity event should inspire. I picked you girls because I thought working for a good cause would inspire you to sport a friendly game. But now it's all a disaster."

It was then that the Shadowbolts began feeling sorry for their principal. The Crystal Race was meant to be played for a good cause, but all they've done was make things worse, which was the last thing they wanted to do. This was important to them. But much like their competitors, they too lost site of what really mattered, and revered back to old habits in response to the other team's own inert self-confidence. Now all their bickering and arguments had begun to affect Principal Cadance in a way they never considered.

Everyone but Diesel shared looks of concern and guilt. Cadance was only trying to help them become better representors of their school. Only things haven't been giving them much excuse to act upon such request. The Shadowbolts slowly but surely began to see the error of most their ways. After acknowledging and agreeing on what the right thing to do for Cadance and their cause, they nodded and allowed Sunny Flare to speak first.

"Principal Cadance?"

She glumly looked to her students. Sunny Flare and the rest mustered up the courage to admit their poor behavior.

"We're really sorry," She slouched. "For our behavior, messing up the race, everything."

"Clearly, we've been participating with needless, overachieving mindsets and not with our best merits," Sugarcoat admitted.

"We'll accept whatever punishment you have for us," Lemon Zest said, hugging her arm. "We deserve it anyways for how we treated the Wondercolts, and disappointing you."

"Hmph. Those blockheads still started it," Indigo grumbled.

"Hence why they're being punished too, Indigo," Sour Sweet remined, sourly.

A lot of them still held strong grievances towards the Wondercolts, and that their reasons for such resentments were still in just. But seeing Cadance's surprised relief shift into an assured smile from their apology slowly made them think other wise.

"Thank you, everyone. Now I know I made the right decision in choosing you five to represent our school; just when I thought I was about to give up hope. I'm very proud of you all."

"Well, that's just it," Sour Sweet said, sincerely. "We still have a lot to learn about friendship and competitions and all that other stuff."

Sunny Flare sighed. "She's right. We do."

Cadance went over and placed a hand on both Sour Sweet and Sunny Flare while still baring her appreciative smile.

"Well, girls, I'd say there's no better place to start than with the other team."

The Shadowbolts beamed at first until Cadance directed them over their shoulders. Percy, Edward, Gordon, James, Toby and Emily had arrived and saw Cadance, Diesel and the Shadowbolts all looking back at them to their surprise and confusion.

"If you'll excuse me, the Wondercolts look like they might have something similar to tell me."

But before Cadance left, she turned to Diesel.

"Oh, and Diesel, I believe it'll be best if you followed in their footsteps from now on," she sassed. "Seems there's a lot even you need to learn from my top students."

The Girls snickered to themselves while Diesel crossed his arms and pouted over their teasing. Principal Cadance then left and walked towards the Engines. The Shadowbolts shot Diesel one last angry glare or confident smirk before walking off themselves one at a time, leaving Diesel to storm off soon after to return back to Sodor.

"Now, I don't suppose you're all here to confess something important too?" Principal Cadance asked, meeting them all.

"That's right, Ma'am," Toby admitted.

He looked at Percy who was grieving with worry over what Toby might say. Was he about to pit all the blame on Thomas?

"See… Thomas had the idea to switch out their karts, but we're also to blame for going along with it. We should've come to you as soon as we found out."

"That's exactly what I said," Gordon said. "But I suppose even little Toby has a point too. We did think it would teach those girls not to cheat."

"Again, not us," James clarified. " _Aaallll_ Thomas' idea."

"But you still went along with it," Cadance said, with hands sternly resting on her hips.

"I…" James paused for a brief second then slouched, "Yes."

"I guess we were so caught up in beating the Shadowbolts," Emily confessed, shyly, "that we forgot how our actions might effect them or the games, not to mention how it affected our sportsmanship for that matter."

"We really did try hard to compete properly," Toby said, "but things kept becoming more complicated and stressful. I only hope that you can forgive us, Principal Cadance."

Cadance looked to all the engines with a stern face, until it slowly creased into smile brighter than she made with the Shadowbolts.

"I do."

This made the Engines happy. Edward was also proud of his friends. It wasn't like Gordon or James to admit their faults. Their time spend with the Crystal Race must've done wonders for their self-respect.

"At least you were honest in admitting this to me now," Cadance continued. "From what I've seen today, I think it's only fair that Shining Armor and I go easy on everyone when it comes time for making up your mistakes."

"See, Percy," Emily assured. "Thomas won't get in that much trouble. Besides, we do kinda deserve it after going against our promise to make a friendly competition."

"So, the race isn't ruined at all?" Edward asked, considerately.

Cadance chuckled, "Not at all. Plenty of donors are still interested. Must have something to do with Thomas and that big movie he's starring in."

Some of the engines all chuckled sheepishly, with some rubbing the back of their heads and not saying a word on the matter. They only hopped she wouldn't look that much into his name being shared with the film's title, especially when it came to their own names.

* * *

Later that day, The Engines traveled to and arrived at Canterlot Mall. They hadn't seen Thomas since the go kart derby ended, and have been looking for him everywhere with no luck. He wasn't anywhere to be had at Crystal Prep or Canter Slope Lane. It wasn't until they heard rumors of Steam Wheeler making an appearance at Canterlot Mall that the Engines decided to check it out and see if he was there.

The Mall itself was a bit empty, with only a few customers here and there wandering about. Then, people began rushing past the Engines, not even giving them any notice as they eagerly zipped along with pens, pictures, cameras and phones in hands. A few kids with their parents and guardians were also eagerly traveling to one specific spot. When the Engines followed these people, they found them converging into a large gathering of loud chatter and flashing camera lights circling near Canterlot Mall's Movie Theater and Juniper's occupation, the Flixiplex Cinemas. The Engines tried looking over everyone to get a good look at what they had all arrived for.

Within the midst of this unexplained, huge crowd of grownups and children was none other than Thomas himself, sporting a pair of tinted black shades.

With him was Juniper Montage, happily handing out movie posters for Thomas' big, upcoming film, and nicely printed photographs of Cartoon Thomas from the actual TV series for people to purchase and have him sign. People took his picture with their camera's or phones, they had him sign different merchandise, photographs, and other such Thomas themed paraphernalia. Thomas was absolutely enjoying himself and the massive attention being given. He posed for cameras and interacted with just about everyone. People were loving it just as much.

The Engines were not overly thrilled to say the least, specially when more people showed up and rudely by passed them as if they weren't there.

"This is where Thomas has been?" Emily said, annoyed. "Taking pictures and signing stuff?!"

Gordon huffed. "Fancy Thomas getting us to volunteer for the race to begin with, only to run off and promote some silly movie of his, while we deal with smelly Diesel and those bothersome school girls."

"That's a lot of talk considering the loud mouth speaking it."

Gordon's eyes popped when he heard Sugarcoat's voice. Him and the others turned and saw the Shadowbolts standing with crossed arms and unamused glares. The Engines returned the same gesture.

Percy gasped when he immediately saw Lemon Zest. He tried hiding behind Gordon to avoid being spotted, only for Gordon to purposely step out of his way. Percy panicked and tried hiding behind James, who did the same. Then he hid behind Edward, who politely didn't object much despite his disapproval.

"So," Edward spoke in a reserved tone, "you must be the Shadowbolts. My friends told me an awful lot about you and your over competitiveness. Along with all the rude remarks about them."

Sour Sweet angry stomped up until Sunny Flare prevented her from taking another step by gently grabbing her arm. After staring back at one another, Sour Sweet forced herself to relax. Then, she exhaled a calming sigh before speaking.

"Yeah, we get it, we've been too over competitive."

"Not to mention rude," James pointed out.

Indigo Zap slouched, shamefully.

"And selfish," Emily said.

So did Lemon Zest.

"And arrogant," Toby said.

And Sunny Flare.

"And a pack of know it alls," Gordon said.

Sugarcoat simply rolled her eyes. Sunny Flare nudged her arm and gave her a stern look, until Sugarcoat too felt the shame wash over her again.

"Yeah, well," Indigo Zap claimed, "none of us would've been so mean if you guys weren't just as awful."

"You were the ones who made fun of Thomas first!" Percy defended, angrily. "All he wanted was to be your friends, but you were too high and mighty to accept his offer."

Indigo and the other Shadowbolts all shared remorseful glances, realizing he may have a point. The Engines were a bit surprised at first. They didn't fire back any insult or make up an excuse. They just took it in as is and come to terms. Toby emerged from the group to face Sunny Flare and her friends.

"So, what did you all come here to really say?"

"Are you going to admit that you're to blame for us getting in trouble?" James berated.

It took everything in the Shadowbolts to not lash out and argue back. But some of the engines were not making it easy for them. They weren't used to reserving their pride and boastful attitudes. This was more difficult than they thought it would be, especially when Sour Sweet struggled to get her words out.

"Look, my friends and I just wanted to say that we're… well… you know."

"That you're what?" Percy asked, sternly.

Sour Sweet tapped her finger tips together.

"W-we're Ssss. We're Sssssrrr."

The other puzzled Engines raised their brows to one another.

"Are you girls trying to say-" But Emily was cut off.

"We are," Sunny Flare finished. "All of us… for everything."

Toby looked back at his friends all sharing similar suspicious looks. Where did this suddenly come from? What prompted them to confess this to them; The Shadowbolts of all people who have been the rudest to the Engines. They had an idea, but weren't sure how committed or how true they were based on what they heard earlier until some of their sincerity began to show.

"Even for all the name calling?" James asked.

"… Yeah," Indigo Zap forced out.

"And your poor sportsmanship?" Emily asked with hands on her hip.

"Especially that," Sunny Flare said.

"What about you, Sugarcoat?" Gordon asked Sugarcoat.

"Whatever floats your Express train or whatever you call," She said, aloof.

Her friends all glared at Sugarcoat until she caved in.

"Alright. Even everything I said to a reasonable degree."

"And what about the kart race?" Toby asked, still a little doubtful. "We'd be willing to believe you girls if it weren't for what you did to us."

Sour Sweet was about to burst again until her friends helped keep her calm. When they did, they each tried explaining to the Engines what had really happened, and why they found them talking to Principal Cadance earlier when the Engines stumbled upon them back at Crystal Prep.

The Engines were still surprised by their confessions. Of course, it was only Diesel. But given how competitive both teams became, it was any wonder why the Shadowbolts wouldn't have taken part in his scheme to ensure their loss. But most of the Engines slowly realized themselves that the Shadowbolts must be telling the truth.

Now their earlier encounter with them and Principal Cadance at CPA made more sense. Because what mostly touched them was hearing Cadance's assurance that her students saw their own competitiveness was leading to disaster, but were willing to put a stop to it for the good of their charity. This especially sat well with Toby as he and Sunny Flare exchanged humble and proud smiles over their realizations.

"We're sorry too, Sunny Flare," He said. "I never should've assumed you'd lie to us and put my friends in danger."

"Circumstances didn't help back us up much to be fair," Sunny Flare smiled, shyly. "But thanks anyways, Toby."

"So, does this mean we won't have to fight anymore?" Emily said.

"We'll just have to wait and see, dearie," Sunny Flare said. "No better place to start than with the other team, right?"

"Well," Edward said, kindly, "I must say, this was not at all what I expected when my friends told me about you."

The Shadowbolts shared proud smiles to one another.

"Just eh, mostly half of what I thought," He joked.

A few were still at high spirits and even shot him witty smirks.

"In a way," Edward continued, "you should probably be thanking Diesel, too. If he hadn't almost ruined the race, then you girls wouldn't have realized what we were doing."

Sour Sweet then looked over her shoulder, seeing the large gathering near Flixiplex Cinemas for Thomas still posing for camera's. She then marched over to the meet up while the Wondercolts and Shadowbolts remained behind, wondering what she was up to.

* * *

"Didn't I say I'd make you a star, Thomas?" Juniper Montage grinned.

"Did you ever!" Thomas smiled. "Look how many people came to see me!"

"They adore you, Thomas, Of course they'd wanna see the main star voicing their childhood icon."

But despite all the noise surrounding Thomas, one particular call of his name prominently reached and got him to look over his shoulder. What is was made him frown upon seeing who it belonged to. It was Sour Sweet waving her hands out to get his attention.

Thomas groaned. "Oh no. Not Sour Sweet."

Juniper Montage noticed her too and gently help direct Thomas' attention away from her and continue meeting his fans. Thomas pretended not hear Sour Sweet's calls despite some of her cries still traveling through the ambiance of people drowning her out. She couldn't reach out or get to him with crowds of people blocking off and circling all over Thomas.

"Thomas!" She called, aggressively.

He was in the middle of taking a picture with a fan when Thomas lifted his shades and looked over to her.

"Not now, Sour Sweet," He called back. "I'm busy."

More people kept on taking more pictures, which prompted a boastful Thomas to slid his shades back on and pose for the many flashing cameras. Sour Sweet groaned in frustration. She then proceeded to shove people out of her way as she shuffled towards and stood in front of Thomas.

"Tell your fans and their parents that they need to go."

"Sorry, Sour," Juniper smirked, reading off their schedule. "But Thomas is in the middle of an important meet and greet session that's going on from six till eight."

Juniper simply relished in Sour Sweet's annoyance as comeuppance for the Shadowbolts and their ridicule over her and Thomas' friends for being fans of a baby show.

"If you'd like an autograph or picture, you'll have to wait in line with the other 'little toddlers'."

Sour Sweet growled with frustration until she spotted a conductor's whistle hung around a child's neck and thought of an idea. She snatched the child's whistle from his neck and blew into it. The whistle was loud enough to get everyone's attention, especially Thomas, who were all shocked by the sudden loudness of both the whistle, and Sour Sweet's barking orders.

"Everyone, get lost. Now!"

A few people complied and left the area, with parents taking their crying children away while glaring back at the moderate rose haired girl with aquamarine streaks not caring much about the disruption she caused. Both the Engines and Shadowbolts watched folks clear out. The Engines were admittedly impressed. Sour Sweet then tossed the kid's whistle back to him as he and his mother took off next.

"What'd you do that for?!" Said a peeved Thomas.

"Tell him what you really heard!" She said to Juniper. "Tell him that Diesel set us all up."

Thomas looked to Juniper, who became sheepish for being called out.

"But all I heard was his pitch. I ran off when things got too quiet. Sorry."

Sour Sweet stared daggers at Juniper. But despite her resentment, she could tell Juniper was telling the truth too. She wasn't just being spiteful; Juniper really did only hear Diesel's pitch and assumed the rest fell in line based on past encounters. An awkward silence soon fell when Thomas and Sour Sweet started staring down each other. Juniper Montage sensed a lot of tension, prompting her to giggle nervously and scratch the back of her head.

"Okay! I'll just… leave you guys to it,"

Juniper awkwardly stepped away then ran off to meet with her friends. Sour Sweet crossed her arms and angrily shied away.

"You couldn't have picked another time to bug me, Sour Sweet?" Thomas said. "What's so important that you had to get rid of all my fans?"

Sour Sweet scoffed. "You think these people actually care about you?"

"At least those that actually appreciate me and what I do."

"Oh, really?" She challenged. "And what would that be, exactly? What do you think you've _ever_ done to earn their love?"

"By doing what I've always been best at."

"Which was _what_ again?"

"Plenty of stuff! I run my own branchline... I go on amazing adventures. And... uh..."

Thomas paused when his mind went totally blank. For whatever reason he couldn't explain, Thomas couldn't actually think of a reason why people in this world really liked him. He only though that his real-life adventures on Sodor represented through their televised cartoon where the reasons for all his fame and glory, that they were fun and enjoyable to just sit through and watch. He couldn't think of any actual reason why this could be, though, so Thomas stuck by the latter as the basis for this world's enduring admiration, even though it didn't convince Sour Sweet of his fame.

If only people like her didn't keep throwing out judgments to agree with his point of view.

"Didn't think so. Because the second that movie drops, people will forget _all_ about you and Thomas within a week or two, and move on to something else they can glorify."

"T-That's not true!" Thomas faltered with doubt. "Haven't you seen the advertisements? People love my adventures from Sodor."

"And why wouldn't they?" She said, sweetly, before descending into bitterness. "Obviously you're soo peachy perfect to the point of complete and total annoyance!"

Thomas was offended. He kept glaring daggers at her with crossed arms. He wasn't amused at all by her insults. Sour Sweet quickly realized her aggressive tone and tried to calm down again.

"But, that's not why I'm bugging you. The Crystal Race has become a mess ever since our teams started fighting. So, from now until the last event, I promise that my team and I won't be as overly competitive as we have been."

Thomas inspected her with a suspicious eye.

"You mean it?"

Sour Sweet nodded.

She then explained her team's conversation with Cadance earlier regarding her worries for the event. Thomas was still a bit suspicious, despite being surprised with Sour's upfrontness, but he too didn't want to fight with her or her team anymore despite his conflicting qualms with the Shadowbolts.

"Well… okay then," He said, with a pint of doubt. "If you say so, Sour Sweet."

Sour Sweet seemed to be telling the truth, which was enough for Thomas to at least put their bitter rivalry aside for the greater good, until,

"FYI," She mentioned, "Cadance said the Wondercolts also have to face punishment when the race ends."

"What?! But it was you guys who sabotaged us!" Thomas said, aggravated. "I was only trying to teach you a lesson. Why am I getting in trouble for something you did?"

"Because we could've gotten hurt, you blowhard!"

Thomas was shocked. And now that he really did think it through, Sour Sweet had a point. They really could've gotten hurt, and it would've been all his fault. Thomas never meant to cause injury, he just wanted to get back at them for trying to keep his friends behind on the Crystal Race Leaderboard.

"Why would I ever help some loser like Diesel with anything?" She argued. "That wouldn't be fair for you or your team."

"What about all the things you said about my friends," Thomas argued, "about not being capable of playing against you? Is it really so hard to accept that my team is better than you give us credit for?"

"Oh, but Thomas! Everyone knows you're the absolute best!" She said sweetly, then turned sour, "at being a real pain in my neck."

An unamused Thomas crossed his arms. He had had enough of Sour Sweet at this point. Even so, he was true to his word and didn't want to continue their fight. So, he kept silent whilst she finished her venting.

"And just another FYI, Principal Cadance _is_ punishing _all_ of us. So, don't come crying or pointing fingers at me or my friends when you face comeuppance for everything that's rightfully coming your way!"

Sour Sweet then stormed off, leaving Thomas alone to wallow in his own anger over her comments. He then started thinking about what she said and how this affected him and his friends.

Not a second or two passed when Sour Sweet returned again, still just as angered.

"And another thing," she issued, "STOP it with this whole Thomas act… thing. It's getting on my last nerves!"

"What are you complaining about now?" He asked, annoyed.

"Talking like him, dressing in his color and number, thinking you're actually from the Country of Sodor! You may be playing him in a movie, but that's no excuse to constantly act like Thomas 24/7."

"But I'm not acting, Sour Sweet. You just don't wanna believe me because then you'd have to be wrong."

Sour Sweet scoffed with crossed arms. "Oh, pl-ease! You'd _wish_ you were the real Thomas. It's the only reason you're getting any recognition all of sudden."

"Yeah, well, y-you're just being jealous."

Sour Sweet was dumbfounded.

"Ugh! _I'M_ Jealous?!"

"That's right! People actually like me because I'm not harsh on a cartoon for being too different from the books, or trying to change and evolve. They'd probably also like you more if you weren't so obsessed with competition to the point of cheating."

This began tipping Sour Sweet to a boiling point. Her knuckles cracked under enclosed fists hanging to her side. He had the nerve to say that Sour Sweet was only jealous of the attention he was getting, and for judging him and his show for no real reasons other than their contrasting differences from the original stories? What tipped her off most was Thomas's refusal to hear her out regarding their team's involvement with Diesel's scheme, or lack there of. Sour Sweet also had reached her limit with him.

"Just wait until you watch my movie, Sour Sweet. Maybe then you'll finally realize how wrong you are about me and my show."

But Thomas was quickly cut off when Sour Sweet got up in his face and poking his chest. She began shooting her mouth off so much to the point of frightening Thomas a bit the closer she leaned.

"I would rather lose to you in race than sit through another egregious, mindless, torturous half hour of anything involving you or that baby show, you… You… UGH!"

Sour Sweet was so flustered with rage she couldn't get her words out anymore. So, she turned her back to Thomas and stormed off again with a red face. But came back again, only to take Thomas' shades, snapped them in half, and shoved the remaining pieces back for Thomas to hold before leaving him.

She stormed passed her friends and the other Engines. The Shadowbolts followed after Sour Sweet without really acknowledging the engines. All except Lemon Zest, who stopped and turned back to see Percy still shying away with his arms crossed, refusing to make any contact. Lemon Zest felt equally heartbroken, but carried on anyways and caught up with her friends again.

The Engines watched them take off before averting their attention back to Thomas, not really knowing how to process her outburst. Suddenly, a few people passing by recognized Thomas and began approaching him again. This made Thomas feel a bit better when even more happy faces came up and started taking his picture.

Soon enough, Thomas was back to being adored again, with even more people showing up than there were moments ago. Juniper sheepishly made her way over to join Thomas while looking back at the other engines and their disapproval demeanor, feeling guilty for their exclusion.

A few engines crossed their arms and shot judgemental glares at their showboating friend soaking up all the unbinding attention from children, parents, and older fans alike who want the attention seeking superstar to notice them next. Just when they thought they weren't feeling left out of all the fame in favor of Thomas the Tank Engine, it was clear as day, people in this world had more attentive interest for the little blue tank engine than any other engine standing off in the darkness next to Thomas and his shining spotlight.

* * *

 **To Be Continued.**


	29. Chapter 28: Bowled Out

**Synopsis: The gang who were separated from Twilight, Pinkie, and Bill & Ben work out a way to regroup with their friends while preventing their other friends staying at Ulfstead Castle from causing even more confusion and delay.**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 28: Bowled Out**

Rarity, Applejack, Rainbow Dash, Fluttershy and Spike exhaustedly chuffed through the mainline with sore wheels clanking against the tracks. They weren't about to stop for any diesel that might still be after them. While they managed to escape an ambush from Ffarquhar Quarry, Twilight Sparkle, Pinkie Pie, and the twins, Bill & Ben, had gotten separated when Sir Topham Hatt saved them from a class 50 diesel locomotive that nearly knocked them off tracks. Twilight, Pinkie, and Bill & Ben had to retreat back where they came while the rest had to carry on, not knowing of their separation until finally steering clear of their persistent pursuers.

At last, the Girls made it to a spot where they could rest. They stopped at a shunting yard beside Knapford Station and took time to take their breaths. There weren't any diesels around, thankfully, as they had all congregated to Ffarquhar Quarry in order to capture them. It'll be a while before a diesel catches up to them again, which meant the Girls would have to get a move on soon.

Spike was just as anxious to get going. He wasn't exhausted like the others were, and was the most impatient to rescue his friends.

"Ugh, come on, guys!" Spike insisted. "They might've caught Twilight by now."

"It's too late!" Rarity exclaimed, hysterically. "The bad guys have us on the run! Oooh, of all the worst possible things that could happen, this is THE. WORST. POSSIBLE. THING!"

Rarity looked around as saw there were no lounging chaises to sob on, which prompt her to start dramatically exclaiming her woes again.

"SOMEBODY GET ME AN TRAIN SIZE COUCH TO SWOON ON!"

"Rarity," Applejack scolded, "will you pull yourself together? Spike's right, we gotta make sure Twilight, Pinkie and the twins made it out alright."

"I'll just zip in and snag them before any diesel can," Rainbow Dash confidently volunteered.

"What about your coal and water?" Spike reminded.

This made Rainbow Dash groan with annoyance after a second thinking on it.

Applejack sighed. "I hate to admit, y'all, but wranglin' a few of them diesels might be our only way of gettin' to any of 'em."

Meanwhile, Sir Topham Hatt was climbing out of Spike and made his way up front to face everyone. Sir Topham Hatt had enough of all the fighting and was fed up with all the damage he and everyone was leaving in their wake.

"No, no, no, absolutely not!" Sir strongly advised. "I've allowed this to carry on far too long. No more biffing, no more bashing, no more confusion or delay! There's got to be a better way!"

"That might be, Sir," Applejack said, sincerely, "but against a never endin' stock pile of rustlers this bad? I'm not sein' any other choice."

"Well, there must be something that can be done that doesn't involve hurting anyone. I mean, could they have made it to the Steamworks, perhaps?"

"I can ask some local wildlife to check for us," Fluttershy said, using her Geode to summon nearby animals. "But I'm not sending any animal into that Quarry."

A few squirrels and birds climbed onto and landed on her footplate while Fluttershy politely gave out instructions to see if Twilight, Pinkie and the twins made it to the Steamworks.

"Uh, Sir, you're not still thinking about what BoCo said, are you?" Spike asked.

Spike was right on the money, but Sir Topham Hatt didn't want him or the others to know it. Ever since BoCo accused Sir Topham Hatt of endangering the Girls and everyone on Sodor in order to regain his position back, he's been bent on finding alternative options that didn't involve destruction of property, derailing engines, and delaying service for the North Western Railway, all the accusations Gerard Gisborne had laid out to Sir Topham Hatt before when he took away his position in the first place.

Sir Topham Hatt simply crossed his arms and didn't say another word on that matter, which only confirmed everything the Girls caught on about Sir's frustrations regarding his position.

"All I'm saying is," Sir continued, "there are other means of helping our friends that don't involve disrupting Gisborne's, I mean, my Railway and its engines."

The Girls took Sir Topham Hatt's comments into consideration, but they were mostly sticking by what they've been taught in terms of adapting to Sodor and its unpredictable clash with their magic.

"Why not use that magic of friendship thing you were trying to conjure before? You all seemed to think that was the trick."

"But we do," Rarity claimed.

"Then how and when exactly are you going to use it?"

Nobody had a straight answer. They could see their magical bond defeating a Siren, but not an army of diesels that nearly got the better of them like they almost did. The Girls were unsure of themselves. Were their new forms becoming more of a hindrance for their routine magic use than it ever has? Sir still had a point, and it made them think about what they discussed at the beginning regarding the Magic of Friendship being on their side despite their magic being limited to this world's reality.

The Girls tried thinking of other ways they could fend off diesels, but any idea was dropped when the outcome or consequence led to an accident on their end, or caused confusion or delay to a degree that Sir Topham Hatt strictly advised from committing. It was now Applejack turn to express impatience.

"Ugh! I ain't sittin' around while they're tryna out run diesels," She insisted. "Somethin' has to be done. Twilight's counting on us."

"What about our powers?" Fluttershy said. "And what we'd be doing for the Siren?"

"Twilight would want us to use our powers for this exact emergency," Rainbow Dash said. "I say, we head back and try to save our friends without getting caught. They could be on their way to meet us for all we know. And those diesels have probably cleared out by now. But there's only one way to find out! Who's with me?!"

Everyone remained stone silent. They wanted to rally with Rainbow Dash, but nobody would, because Sir Topham Hatt was giving out disapproving scorns. At last, Sir couldn't contain his frustrations any longer.

"I may not be this Railway's controller anymore," Sir said, strictly, "but that doesn't mean I can't prevent it from falling into even more chaos and confusion. Which is why, from here on out, I forbid you girls from tussling with anymore diesels."

Though the Girls agreed on not causing conflict, Sir might've also implied that also meant defending themselves or rescuing someone in danger from diesels. Sir Topham Hatt didn't intend either of those, not counting the former, but everyone still assumed he specified such intentions. They were still a little on edge from their friend Mavis succumbing to the Siren's enchantment, and we're in no mood to take any chances with anyone taking advantage of them.

"I would've thought Twilight and Sunset had taught you all to better adapt to this Railway, but it seems the Siren might as well have encouraged you to act on aggressive instincts without any magical singing gem."

Applejack glared before speaking back. Her and the others did not approve of Sir telling them what they failed to do what so ever, especially when bringing Adagio into the equation.

"Sorry, Sir," She said, bluntly. "Our friends need rescuin'. And any diesel that gets in our way, or try's somethin' funny is gettin' kicked to the curve. _End_ of story."

The rest all agreed despite some reluctance from a few not wanting to actually face against diesels again. They knew they had to, but there was still very little to look forward to should the occasion call for immediate action heading forward. One thing was for sure, they had to recuperate with Twilight, Pinkie and the twins again. But Sir Topham Hatt, on the other hand, had had enough of all the argy bargy. He scanned everyone with disappointment before declaring a tough and heartbreaking decision.

"Then I suppose you'll just have to do this without me."

Everyone was shocked. He wasn't quitting on them, was he? Sir Topham Hatt grabbed his shunter's pole from Spike's cab and walked off. All anyone could do was watch him depart despite their objections.

"You-you don't mean that?" Fluttershy whimpered. "We need you, Sir!"

"When you girls are ready to do things properly," He said, still walking, "I'll be at the Steamworks; waiting for your broken and battered return."

Applejack wasn't having it. "Whatever happened to bein' a good Railway Controller that cares about his engines? Yah gonna abandon all that because of some uptight diesel and fancy railroad representative stompin' all over your gape farm?!"

This only pushed Sir Topham Hatt to flounce off more. He didn't want to hear none of it, for it only made him feel even worse about his decision. Applejack soon regretted snapping back and looked to her friends also trying to process what to do now that Sir walked out on them.

Rarity scoffed. "How ever does he expect us to defend ourselves without giving the Siren more power?"

"I'm sure he didn't mean it like that," Fluttershy reasoned. "None of us should've been fighting to begin with. Especially since some of those diesel use to be very nice."

"Uh, used to be," Rainbow Dash emphasized. "Pretty sure Paxton and Derek are infected now too."

Fluttershy didn't like the idea of that being true. She then thought of another idea.

"Well, maybe we don't have to always resort to fighting. Maybe the Magic of Friendship can still be useful on Sodor."

Sir Topham Hatt stopped and looked over his shoulders when he overheard Fluttershy's suggestion.

"I wish that were the case, darling," Rarity sighed. "But In light of recent events, I'm not so certain our song can reach those diesels as much as I initially did."

"Sure, it can!" Spike happily encouraged. "You girls can do anything! Just look at how Twilight had Rarity plow through diesels with her awesome diamond plow?!"

"Don't forget me and Applejack helped speed things up," Rainbow Dash boasted. "None of those diesels were stopping us!"

"Hmm... I suppose Applejack's song did prove quite successful," Rarity admitted, "despite almost dragging us all into the ocean."

"Are you kidding?" Spike said. "You were practically beaming with pony magic. If you can make that happen here of all places, then nothing else can come close to impossible."

"We did do all that, huh?" Applejack reflected. "Guess we woulda never gotten outta that jam or learn engine control if it weren't for…"

Applejack paused when the last ordeal came to her realization. Nobody could figure out why this didn't become apparent to them either until each of them loomed on a reflective pause. Applejack was the first to look down at her orange geode lantern. Then Rainbow Dash, Fluttershy, and Rarity did the same, in turn reminding themselves of what Twilight Sparkle had told them minutes before their escape from Ffarquhar Quarry. Twilight believed in them to utilize their magic so they could work together. And in doing so, they succeeded in evading capture. The thought of this lingered on everyone.

Sir Topham Hatt turned his head away from them and contemplated for a bit. Then reluctantly made his way over to Knapford's station after a dismissive headshake.

"Only," Fluttershy said, timidly, "how can we pony up in a world without Equestrian magic? Unless, using our magic rocks somehow brought Equestrian magic _to_ Sodor?"

"I think you might be on to somethin' there, Fluttershy," Applejack beamed.

* * *

Suddenly, the Girls and Spike were alerted by two low toned steam whistles approaching them from across the junction. A head of them were the Scottish Twins, Donald & Douglas, who came chuffing up to the Girls and stopping in front of them. Everyone was surprised to see the Scottish Twins.

"The Twins. Are here. Tae save the day!" Both Twins announced.

"Donald, Douglas?" Rainbow Dash said with an arched brow. "What're you guys doing here?"

"Uh, tae save the day!" Donald repeated, in a matter of fact.

"Dinnae ye hear our introduction, Dashie?" Douglas joked.

"Which we dinnae rehears at all, in case ye weres askin'."

"Ah-hah!" Called a voice. "There you are."

Puffing up and parking between a surprised Donald and Douglas was a peeved Duck.

"I thought I'd find you two here."

"You came to help too, Duck?" Applejack asked with an arched brow.

"What? No! I'm taking Oliver and the twins back to Ulfstead Castle."

"Oh, no yer no', Duck!" Douglas protested.

"Juist because ye refuse tae help them, doesn't mean we cannae too," Donald added. "Ye no' keepin' us from savin' Sodor, Duck."

"Nor are we goin' anywhere whiles they be fendin' off dastardly diesels."

"You told 'em they couldn't help?" Applejack said, sternly.

"I thought you were on our side?" Fluttershy added.

"I am on your side," Duck said. "Just not on the getting ourselves in trouble side, that is. It's not the-"

"Great Western Way," the twins finished.

"Yeh, we know, Duck," Donald said, annoyed.

"But Gisborne and that Siren must be stopped!" Douglas said.

"Do you two want to be sent away again? 'Cause that's what'll happen if he finds out you're involved. Along with Twilight, Sunset and all the rest. That wouldn't be fair for either of us."

Donald and Douglas shared worried looks. They didn't want to be separated again, but what they and Oliver had laid out was going to help the Girls so that it won't come to such. The Girls kept glaring at Duck, which did well in compelling him to feel disgraceful for intervening. But he still felt what he was doing what right, and kept to it despite conflicting feelings.

"Have you forgotten who Gisborne's dealing with," Rainbow Dash argued. "There's no way he's getting rid of us. Who made you the boss of them, anyways?"

"I really am sorry, Girls," Duck said, sincerely. "I'm counting on you to save Sodor and all, but simply put it… what you're doing is not the Great Western Way."

"Then tell us what is already!" Rainbow Dash said, impatiently. "Enough with all this cryptic back seating."

"But if you three are with us," Rarity chimed, "then where's Oliver and Toad?"

"Ah, they're gettin' ready tae put that 'ol, sleezy diesel in his proper place," Donald said, proudly.

"Aye," Douglas added. "More payback for sayin' we engines ought tae be scrapped and replaced with his type."

The Twins shared their elaborate plan to stop a diesel from carrying the Wild Nor' Wester Express train, Sodor's fastest and primary locomotive transportation service on the North Western. The Express was one of many services they were going to interfere with in an effort to give Gisborne's control over their Railway a bad reputation, decrease diesel traffic, and help their new friends from having to fight and avoid diesels more often. This was in hopes of preventing any conflict, reliability to Gisborne's management, and giving Adagio Dazzle's pendant more negative energy.

"If the diesel pullin' the Express comes tae a halt," Donald explained, "people will blame it's delay on Gisborne's diesels."

"An' the confusion will cause people tae complain about how badly he's runnin' this Railway," Douglas added.

"Em, how did Oliver say he planned on doing that again?" Duck asked, sternly.

"With runaway trucks!" They said in unison.

This made everyone, especially Duck, aghast.

"He-you… what?!"

* * *

Donald & Douglas then took the Girls closer to Knapford Station to get a closer look at who the diesel. To not be seen by anyone, the engines had to remain hidden, so they peaked out from behind the Station's southside corner. One by one, they puffed discretely forward to get a glimpse of Platform 1 across from the junction.

Applejack poked out first, then Duck, then Rainbow Dash, Rarity, and Donald & Douglas, who could barely see past the others along with Fluttershy, who was left to rely on the engines closest to a good enough view of Knapford Station. What they saw parked beside platform 1 were seven, green Express coaches, along with Sir Topham Hatt waiting with other passengers for their engine to arrive and collect the Express.

The group heard a light, diesel horn approaching Platform 1. It was Class 40, smugly but slowly backing in so as to not scuff his polished buffers. He took his sweet time too, which angered passengers who had to wait until Class 40 was coupled up to his coaches. A squinting Duck soon recognized this particular green diesel with a yellow warning panel upon closer inspection, along with the yellow numbers D261 painted on his side.

"I recognize that diesel anywhere," Duck said. "He came to our sheds once and claimed diesels are easier to get going then steamies. Lot of talk for having his air-intake jammed right before he could show off with the Express."

"Aye. That's that very same diesel alright," Douglas said, disdainfully.

"As much as I'd hate helpin' out that fandangled diesel," Applejack said, "there's no sense in lettin' Sir or any of them passengers get cooped in y'all's shenanigans."

"There must be some way of stopping his train from taking off," Rarity deduced.

"Anyone have a bowler hat?" Duck asked, half joking.

Everyone pulled back when Sir Topham Hatt looked over and noticed a few engine buffers poking out from across the station. He was becoming suspicious of their activity.

"Why on earth would you boys set up such a ludicrous ploy?" Rarity asked the twins.

"Edward told us the Siren's usin' yer magic tae get even stronger," Donald said.

"So, Oliver thought of havin' us deal with diesels instead of yous," Douglas said. "That way, she wouldnae steal any more of yer pony magic."

"Even though she'd still be sealing regular negative energy created by you three?" Fluttershy said.

Donald was about to speak until the logic of their plan dawned upon him and Douglas, who both shared the same worried glance.

"Uh-Oh!" they repeated.

Meanwhile, the passengers were _still_ waiting for Class 40 to back into his coaches. His glistening, silver buffers inched closer and closer to the Express coaches. Passengers complained and moaned all the while.

"Patience, patience, patience," Class 40 announced, proudly. "Your humbled conveyor will be coupled up to his coaches in no time."

Class 40 stopped inches before his buffers could connect with the Express, to which they were finally coupled up by the impatient guard. Sir Topham Hatt shook his head over the ordeal and begrudgingly began boarding the Express along with everyone else.

"Did none of y'all stop and think about all the people who are gettin' on said train?" Applejack scolded.

"One of which is Sir Topham Hatt!" Rainbow Dash said, urgently.

"Sir Topham Hatt!" Both twins yelled.

"Where're Oliver and Toad now?!" Duck asked.

"Further down Knapford Yards!" Donald said.

Duck immediately stepped up to get everyone organized. They had no time to dawdle on whose to blame and had to take action before a terrible accident can occur.

"Alright. Applejack, you and I will have to prevent Oliver & Toad from starting that runaway."

"Now that I can agree on. Rainbow Dash, you…"

But before Applejack could give her a job, her and the others found Rainbow Dash had suddenly left the Junction. She looked everywhere, but Rainbow Dash was nowhere to be seen.

"Goldarn it! Where'd Rainbow Dash go?"

"Must've gone off tae stop that train," Douglas said.

"Let's go, Applejack!" Duck blew his whistle. "Before it's too late."

He began reversing towards her, which prompted Applejack to reverse where she came back towards Knapford's shunting yard. Just then, flocks of birds, squirrels, and a duck flew in and scuttled towards Fluttershy and her glowing Geode. They began relaying their findings at the Steamworks and the condition it was currently in.

"Oh, dear!" Fluttershy worried. "Rarity, something awful has happened to the Steamworks!"

Rarity looked just as worried but tried keeping her composure, then spoke to Fluttershy and the Scottish Twins.

"Guess it's up to us to see what has become of the Steamworks. No worries. I'm sure we'll hold our own against those big, brutish diesels," she said, with a slightly unhinged laugh.

* * *

Applejack and Duck quickly arrived at Knapford Yards. There were a few diesels present, but thankfully they were already taking off with their trains. No sign of Oliver and Toad to be had. Applejack advised Duck to scout out the two while she patrolled the perimeter in case a diesel showed up, sending the two on their separate was.

At last, Duck spotted Oliver and Toad up a head, parked into and coupled up to a long load of Troublesome Trucks. The goods train consisted of regular 7-plank trucks, slate trucks, and 8-ton vans loaded with varying goods to be delivered and dropped off at their respected destinations.

"Oliver!"

Oliver was surprised when Duck rolled up beside him and Toad. He didn't look very happy, which made Oliver glare back at him and gazed away to give Duck a cold shoulder.

"Don't bother trying to talk me out of it, Duck," He said. "Nothing you say will change my mind or abandon our friends like you did."

Duck groaned. "Fine, fine, I never should've said you couldn't help. But you have to listen to me now, Oliver."

Just then, Devious Diesel shunted himself at the front of the train and waited to be coupled up. He was still fuming about losing the Kart Race to Thomas' team during the Crystal Race, and how the Shadowbolts almost had him removed from the Crystal Race.

"Listen," Duck insisted, "you can't let these trucks stop that diesel from pulling the Express. It'll only do more harm than good."

"But the Siren's gem only absorbs direct conflict." Oliver confidently lets off steam, "Well, let's see her try to feed off indirect accidents that send her followers crawling to the Dieselworks."

Toad was beginning to second guess their idea following Duck's urgency.

"I think it might be best to hear Duck out on this one, Mr. Oliver," He suggested.

"Hey! Whose back there?! Come on! Show yourself!"

Diesel's familiar voice startled both Great Western engines and their gaping eyes. He must have heard the two talking along with Oliver's steam hissing. Both shared nervous side glances. Then, tooting boldly, Duck decided to reveal himself by puffing forward to meet with Diesel. Oliver was worried for his friend. He begged him not to go, but Duck refused to listen.

Diesel was certainly surprised when Duck pulled up beside him.

"Duck?"

Duck cleared his throat and greeted him with indifference.

"Diesel."

"What are you doing here? Shouldn't you be in a museum," He teased, "where they keep all the other fossils?"

"Oh, good one, Diesel," Duck smiled, smugly. "Did your new Siren friend teach that to you?"

Diesel gasped with shock. How does Duck know Adagio wasn't really a steam engine? There was only one way he could know. Duck continued toying with Diesel without letting him catch on to his involuntary involvement to what's taking place beyond his peripheral vision.

"Ah, yes, I know all about you and Adagio, alright. Don't suppose you're playing along in return for some kind of reward, are we?"

"B-but, how… Those magic girls told you, didn't they? You're in cahoots!"

"Who? The Rogue Steamies? Oh, good gracious, no. Everybody's already well aware of your little alliance. Word spreads pretty quickly on this Island, mind you."

Diesel eyed him suspiciously. "Then why are you out and about? You're not allowed to work here anymore."

"Why, yes, you're absolutely right, Diesel. But since I'm here, I should uncouple those trucks you're currently carrying! They appear to be the _wrong load_!"

Duck kept yelling this hoping Oliver would catch on to his implication, but it only made him arch a confused eyebrow. An unamused Diesel lost patience.

"Teh. I don't have time for this silliness."

He blew his horn and began to take off. Duck, in a fit of panic, saw a pare of switches in front of him and used them to swerve onto Diesel's line, blocking him off from leaving with Oliver and Toad. This made Diesel cross as he and Duck revered back in their place.

"Doooh! What is it now, Duck?! You're making me late!"

"Sorry, Diesel. Truth be told, I only wanted to help out one last time before I'm put on display at the Earl's museum. I figure, what if I shunted a goods train for my good pal Diesel-"

"We were never pals," Diesel corrected, candidly.

"Right. But why not give you this one last solid before hanging up the old wheels. You know, for old time sake."

"You did that for me?"

Duck forced a smile through gritted teeth.

"You alone."

Diesel tried looking back at his load, where Oliver and Toad remained quiet so as to not give themselves or any sneaking suspicious on Diesel's end away. Diesel didn't know how to feel. He still felt something suspicious given how Duck knows about Adagio. But if he's only here to preform one menial labor for him personally, what harm could it possibly bring to him or any other diesel?

"Huh. Uh, thanks, Duck. How, eh, thoughtful of you."

"Us Great Westerns are always happy to be useful, Diesel," Duck smiled, boastfully. "Doesn't take just any engine to know how to shunt a simple line of troublesome trucks, you know."

"Rrriiigghht," He said, rolling his eyes.

Diesel blew his horn and took off again. Duck still tried lessening the inevitable accident heading their way.

"Safe travels, Diesel! Treat these trucks with a little more respect this time around. Don't let any of them slip your sights."

"I don't need your silly Great Western ways telling me what to do! I'll pull these no-good troublesome trucks however I like."

The Troublesome Trucks were insulted and started becoming rowdy and bumpy. Duck continued grinning his fake smile until Toad and Oliver trundled past, which he then rode along side of and begged them to cease their take off.

"Oliver, Toad!" Duck whispered, urgently. "Uncouple those trucks!"

"We can't, Mr. Duck," Toad said. "We're already on the move."

"The Girls are going to be so thankful for us once these diesels are out of their way!" Oliver said, excitedly.

"No, they won't! You don't understand! You're only adding to their problems."

But it was too late. Diesel had already left the junction with Toad and Oliver coupled up to his goods train. Duck stopped and hopelessly watched the two get carried away. Applejack was still patrolling Knapford Yards when she stopped Diesel's train taking off with Oliver and Toad. Duck pulled up next to her and her disapproving frown.

"Tell me that wasn't Diesel's train Oliver and Toad hitched a ride on."

"Funny you'd bring that up," He smiled, sheepishly.

* * *

Back at Knapford Station, Sir Topham Hatt and the other passengers have boarded the Exprees. The guard blew their whistle, and Class 40 blew his horn, ready to take off with his train. But before he could, Rainbow Dash popped in out of nowhere in a streak of blue and rainbow colors beside him along Platform 2.

"Stop!"

A startled Class 40 panted from the sudden steam engine's appearance.

"You can't leave with this train!" Rainbow Dash warned.

When he looked over and realized who it was, Class 40's fears shifted into annoyance.

"Y-you! You're-you're one of those steamies!"

"Yeah, I know I am," she said, impatiently. "But you gotta listen to me. It's an emergency!"

"Hah! Me listen to a steamie that's been disturbing our Railway? Gisborne's gonna have you and your friends stock piling the scrap yard when I get to him."

And Class 40 blew his horn once again and embarked from Platform 1. But he hardly gained any distance from Knapford Station when Rainbow Dash used her super speed to zoom in front of him over a set of points getting in his way. Class 40 came to a sudden stop, in tern biffing his coaches and rocking the passengers inside.

"Will you stop that!" Class 40 complained.

A confused Sir Topham Hatt opened his window to look outside and spot the commotion.

"Rainbow Dash?!" He said, surprised.

"I'm telling you," She explained, "there's a train of runaway trucks on its way to crash into you."

She tried everything to keep delaying the Express, but Class 40 made things difficult.

"How did you get in front of me so quickly? No slow poke steamies are faster than I am!"

Rainbow Dash eyes popped with offence.

"Excuse me?!"

She backed out of Class 40's smug smiling way and parked beside him.

"Oh, did I pinch a nerve? See, my class is far superior to steamies, so much so that I can even top their maximum speed limits."

"Do you know how many laps I can run before you even start your engine? Just blink and I'll have been all over Sodor!"

"Not possible. I'm designed to meet expectations, even if it is being squandered on an insignificant little Railway such as this."

But Rainbow Dash and Class 40 overheard the passengers complaining about the diesel pulling them from his coaches, and saying what a bad Railway this was for being constantly held up. This began to infuriate Class 40.

"So much for that," Rainbow Dash joked.

"And whose fault do you think that is?!"

Rainbow Dash soon got her answer when passengers soon turned their anger on her when they saw that she was the one blocking their line. An embarrassed Rainbow Dash didn't take their complains so lightly.

"Doesn't matter," she said. "I'm still lightyears faster than you."

"Well then," He smirked while blowing his horn, "If you're so fast, just try and save me from your make-believe runaway trucks!"

Class 40 cackled and took off again in a speedy trundle. Annoyed at first, Rainbow Dash quickly slipped into a confident smile.

"Challenge accepted."

She hissed steam, her valves and pressure gauges whistled, the firebox crackled, and her blue Geode lantern glistened its magical light. Then, in a speed of light, Rainbow Dash took off herself. She was already passed Class 40 as his entire engine rattled from the blue and rainbow streak's waves brushing up against him. Class 40 was admittedly impressed, but refused to be showed up by a steam engine. Still, the unearthly zoom of the impossibly fast steam engine continued to baffle him.

"HOW IS SHE DOING THAT?!" He cried.

Rainbow Dash laughed while zipping along the tracks. But then, she remembered what happened last time she used her speed too much. She could be low on water and coal, which would make this a really bad time to run out on. And the more she thought about it, the slower Rainbow Dash paced herself until she no longer rode in her blue streak, and instead chuffed at a near snails' pace with dejection.

It was frustrating and difficult not using her speed, one of many aspects about her newfound equestrian powers Rainbow Dash grew immensely fond of and relied upon at lot. But Rainbow Dash and her friends remembered through trial and error that their powers worked differently on Sodor, hers especially. She had made a promise to her friends not to use up all her speed, and get better at handling regular engine control. As much as she hated it, Rainbow Dash had to be mindful and rely on the speed she had.

* * *

Meanwhile, Duck and Oliver were still traveling with Diesel and his goods train through the Mainline. The two quietly went over their plans again, with Oliver more eagerly on board with this method while Toad was beginning to think otherwise.

"Once we reach Gordon's Hill, Toad," Oliver instructed, "that'll be our cue to get the trucks all riled up. When they're about ready to snap, you'll uncouple us so as to have a head start in getting out of their way before they come charging after us."

"You sure this is such a wise Idea, Mr. Oliver?" Toad asked, uncertain. "Mr. Duck didn't seem to approve of this much."

"Duck doesn't approve of anything that isn't the Great Western way."

"You mean he doesn't approve of the wrong way."

Oliver was ready to object until the thought of it lingered on his funnel. Was this the wrong way of helping the Girls? Oliver tired convincing himself it wasn't seeing how he was already confident their input will at least hinder one diesel from giving their friends a hard time.

Diesel's train finally curved around a bend and arrived at Gordon's Hill. By this point, the Troublesome Trucks had already become rowdy and loud in retaliation for Diesel's rudeness earlier. They began to sing a song in their squeaky voices along the way in an effort to annoy him, which it rightfully did.

"Diesel's slow, does he know, he can never pull us!"

"Diesel's slow, can't he go, faster than a dozer!"

"Oh, be quiet!" Diesel snapped.

This was exactly was Oliver hoped for. Diesel was already becoming peeved and unsettling the Trucks. He didn't even have to convince them to do anything.

"Now for our plan, Toad!" He whispered.

"Yes, Mr. Oliver," He said, reluctantly.

Halfway climbing up Gordon's Hill, Oliver applied his brakes to slow the entire train, which encouraged the trucks to join in on the supposed fun and let loose their own brakes.

"Hold Back! Hold Back!" The Trucks chanted.

Diesel struggled to get his train moving up the steep grade. He struggled and groaned on grinding wheels to reach the top summit. But Oliver and the Troublesome Trucks kept holding him back. Doing so began to cause a strain on Diesel's coupling connected to his train.

"Okay, Toad," Oliver said. "Time to go."

Toad was uncoupled from Diesel's train and the two began descending back down Gordon's Hill as fast as they can. The truck coupled up with Toad kept jerking forward to drag the others with him, but they were still attached to Diesel.

"Break free! Break free! Break free! Break free!" They chanted.

Diesel's face was red with exhaustion, but he kept on pulling as hard as he's able. The only thing holding him back from crossing Gordon's Hill were the gigging Troublesome Truck, who were eager to branch off and chase after Oliver and Toad. It would seem the Trucks were about to get their wish, as Diesel's coupling stretched from their dragging weight until it finally snapped off, sending the laughing Troublesome Trucks plummeting down Gordon's Hill.

"Oh, no!" Diesel cried.

* * *

"Come on, come on!"

Rainbow Dash frantically puffed along the mainline, hoping to find a set of switches to swerve onto the Express line and get in front to stop it from moving. But there were no points anywhere in sight. When at last she did finally come across one, the time she spent searching for points allowed Class 40 and the Express to catch up and zip by a surprised Rainbow Dash.

"So much for being lightyear fast, eh?!" Class 40 taunted with a laugh.

Sir Topham Hatt looked out his window again to see Rainbow Dash disappearing from his sights. Rainbow Dash glared and started building up speed without tapping into her Geode Crystal. She chuffed with a quick haste, catching up and riding along side the coaches, but not enough to gain further distance. Her wheels clanked, rods ached, and cheeks redder than an apple. Running and staying active back in Canterlot was much easier than this. Exceeding these kinds of speed without her Geode was not all like running, and she soon began to feel tired. Sir Topham Hatt could see her struggling, which worried both him and Rainbow Dash as she soon began slacking behind.

'How does Gordon run like this?' Rainbow Dash thought. She imagined how hard it really must've been for Gordon to adapt to his human form when they trained for their race. He must've really pushed himself to find the same inner speed he had here.

Then it dawned on her. Flashes of their race, Gordon's struggle, and her prep talk to him when Gordon blamed his speed for Edward and Henry's capture echoed through her thoughts.

[ _"Must you keep reminding me, Rainbow Dash?"_ ]

[ _"I'll always keep reminding you. 'Cause If you hadn't learned from those falls, you never would've gained the speed you always had! And no amount of enchanted diesels can ever take that away!"_ ]

Class 40 cackled some more at her dismay. Rainbow Dash peered down at her buffers. She may look different in this world, but deep down she's still got her speed. All she needed was a little push. Rainbow Dash didn't need her magical Geode to upstage this diesel. She already had everything she gained back home to give her an edge.

Then, before the Express' brake coach could leave her behind, a determined Rainbow Dash started chuffing much faster. Wheels turning, she puffed past the brake coach, then another coach, and another, then soared along the remaining four while giving it everything she's got.

Rainbow Rash raced beside the first Express coach, where Sir Topham Hatt was watching from his seat.

"Rainbow Dash," He called. "What are you doing?!"

"Runaway trucks!" She replied while straining. "Heading your way! Gotta… stop… this train!"

The news was a surprise for Sir Topham Hatt, but then he smiled determinedly.

"You can do it!"

This made her smile too. And, pushing herself even harder, a straining Rainbow Dash forced herself onward to reach Class 40 fully, who became dumbfoundedly surprised when noticing her pulling up beside him. Rainbow Dash kept on going. Her wheels ached, her rods rattled, and her boiler boiled to a steaming hot degree. But Rainbow Dash kept going. The wind blowing against her funnel and face was too good a feeling to lose.

* * *

Further across the Island, Duck and Applejack were racing down the Mainline trying to catch up to Oliver & Toad. The two finally did, only to find them already speeding backwards away from where they were heading. The two engines slowed as Oliver, carrying Toad, ended up biffing against Applejack who managed to stop them in place.

"There you are!" She said, sternly.

Oliver and Toad were surprised to see them.

"You two have any idea what kinda hornets nest you've gone shaken up?"

"Uh, Duck," Oliver warned, "you might wanna move from that line."

Duck was puzzled at first until a roaring, collective chuckles of Troublesome Trucks thundered closer and closer to their proximity. Applejack heard it too, and looked ahead to see Trucks charging into view, and heading straight towards a gasping Duck, who soon realized which side of the track they were on. Oliver, Toad, and Applejack expelled their own horrors at the site.

"Run, Duck!" All three repeated.

"Not again!"

Wheels slipping, Duck tried to reverse away from the on-coming train of Troublesome Trucks laughing and trundling faster than he could build up steam. Toad, Oliver and Applejack began receding back as well to try and stop the runaway while rescuing Duck. The three could barely keep up at the rate they had to travel. Duck managed to keep his distance from them, but the Trucks wouldn't slow down, and kept at a consistent pace on par with his.

* * *

The Express would soon be nearing Wellsworth, a station consisting of two platforms, each with a building and connected by a green, metal footbridge, with three lines running through. Rainbow Dash had only little time left, and there were still no points to switch onto Class 40's line. That was, until one finally came into view way a head of them. Rainbow Dash smirked with boiling intent when she completely gained the lead from Class 40, flabbergasted by this engines' unwinding drive.

Rainbow Dash swiftly switched onto the Express line just before Class 40 could cut her off, having successfully overtaking him. Then, shutting her eyes, she applied her brakes right when the two engines approached Crosby Station. Class 40 was forced to do the same as the two slid with screeching wheels through Wellsworth. Rainbow Dash stopped just outside the Station while Class 40 halted his train right next to its platform.

Peaking with one eye before opening the other, Rainbow Dash prematurely celebrated her victory.

"AH YEAH! I still got it!"

The passengers got out of their coaches, still confused by the steam engines presence. Sir Topham Hatt quickly ran over with his shunting pole to uncouple the Express from Class 40. Passengers were put off by his rugged attire and questionable reasons for uncoupling the Express.

"How's that for a steamie, Mr. exceed expectations?"

But instead of getting a retort, Class 40 simply bumped into Rainbow Dash and pushed her towards the red bricked railroad bridge. She tried applying her brakes but her wheels screeched along the tracks.

"It's bad enough you steamies keep making a fool out of me," Class 40 seethed, "now you're making me spoil my shiny buffers! Get! Out! Of! My! Way!"

It was upon reaching a set of points leading to a goods yard that the two stopped and heard Duck's whistle echoing far off a head of them and about to approach from just around the corner. Rainbow Dash knew exactly what this was.

"Sure thing."

She then quickly backed into the siding through the points and out of Class 40's way. Duck soon entered Wellsworth through the red bridge and made his way safely over the points as well. When Duck cleared from Class 40's vision, the next thing he saw hurdling towards him were laughing Troublesome Trucks.

Class 40 didn't have time to react when the Troublesome Trucks crashed and totaled straight into him head on.

The first truck imploded into many pieces on impact, then the one behind that one, and the van behind that one shattered as well. Wooden splinters and crates exploded everywhere with a crash and a bang. Goods flung and splattered Class 40, covering him with sticky and powdery residue that filtered the air in a demolished fog but soon cleared to reveal the mess left in their wake.

Duck and Rainbow Dash reopened their eyes upon hearing the crash subsiding and replaced with Class 40's screaming. A plethora of damage inflicted both his front section, and the open planked trucks and vans now carrying mashed and sticky goods scattered all over. But there was only one think Class 40 was concerned about.

"MY BUFFERS!"

* * *

Passengers looked on to the damage up a head. The giggling Trucks still intact were soon dragged out of the way by Applejack when her, Oliver and Toad arrived on scene. She cleared the line for Duck and Rainbow Dash to exit from, plowing through debris of wood and smashed goods, and soon met their friends closer to Wellsworth Station's Platform.

"You two alright?" Applejack asked.

"I believe so," Duck panted.

"Tired," Rainbow Dash panted as well, "but better than ever! Not bad for someone who out ran a diesel without using magic, huh, Sir?"

She looked to Crosby's platform for Sir Topham Hatt but was wasn't amongst the crowd of people. Applejack, Duck, Oliver and Toad noticed his absence as well.

"Uh, Sir?"

The five friends scanned Wellsworth again. They assumed he was perfectly fine considering he might've been the one who separated the coaches from Class 40. But where did he go?

"Better recuperate. Can't be seen front and centre of them on lookers." Applejack scorned at Oliver and Toad, "We'll discuses you four later."

This made Oliver nervous. Taking one last look over the platform, Rainbow Dash also reluctantly agreed. Then her, Applejack, Duck, Oliver and Toad quickly took off before anyone could question their involvement. People were more distracted from the broken-up trucks lying everywhere and all over Class 40. But their frequent presences and passing at Wellsworth weren't left unnoted by anyone.

Off on the sides close to the Station itself, Sir Topham Hatt was being escorted to a purple patrol car by a police officer. Sir Topham Hatt showed no restrain but tried talking the policeman out of taking him away.

"No! You've got it all wrong! A creature is trying to turn us all against each other!"

The Officer placed him in the back seat and was about to close the door before Sir Topham Hatt held it open with his foot.

"You've got to believe me! Our whole Island, no, the whole world is at stake!"

"The only steamies causing any damage are yours, Mr. Topham. Now, Director Gisborne would like to have a few words with you on that matter."

* * *

 **To Be Continued.**


	30. Chapter 29: Sour Sweet's Story

**Synopsis: After setting aside their differences, the Wondercolts and Shadowbolts seemed to be finally getting along at long last. But things still look bleak as Sour Sweet begins acting extra bitter towards Thomas, especially when sharing a very personal story regarding her resentment towards the little blue tank engine and his** **cartoon counterpart.**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 29: Sour Sweet's Story**

It was the next day over at Canterlot City, and all the Engines met at Crystal Prep Academy early morning in order to learn more about the final event for the Crystal Race. Thomas and Juniper Montage also accompanied them this time instead of recording lines for the upcoming Thomas' Adventures On Sodor movie. The two had time to prepare with their friends before returning to the Movie Studio lot.

After the Shadowbolts agreed to set aside their differences, both they and the Engines were eagerly looking forward to competing. And given how close their scores were tied, the Engines had more than confident that they'll manage to succeed, and prevent Diesel from forcing them off Sodor forever.

But the Engines were begrudgingly following Thomas, who strutted in front with upmost confidence through the cyan colored hallways of CPA. He was loving the fame and attention his movie generated. Students passing by stopped and stared when they spotted the Wondercolts. While some were still against the apposing team, some students happily complimented and congratulated the Engines. Thomas thought they were all praising him, but they were really referring to his friends, who felt humbled and respected. Edward could see Thomas soaking up the admiration as well and shook his head with disapproval.

* * *

It wasn't long until Juniper and the Engines ran into the Shadowbolts standing near a classroom door. Only four members were present, and looking rather worried until they saw the Wondercolts. They shifted their attention to the Wondercolts. Neither engines weren't sure how true to their apology the Shadowbolts were, especially Thomas and Percy, who were still presently bitter towards some of them. Did they change their ways? Are they really toning down their competitiveness this time? There was only one way to find out.

"Hello, Shadowbolts!" Toby kindly greeted.

"Are you girls ready for today's final showdown?" James said, excitedly.

"You better believe it!" Indigo Zap approached. "Now that we're not arguing anymore, I'm more than pumped to race you head on."

"I couldn't agree more. Just try not to fall too far behind, Indigo," He joked. "I want our last run to be a close one."

"Say no more, James! Neck in neck is all you'll get; Right after you eat my dust, at least."

The two playfully nudged each other while laughing all the while. Thomas found their newfound bond strange. His friends and the Shadowbolts all seemed to be getting along now. Not one of them started an argument. He wasn't quite used to this yet.

"What about the rest of you?" Edward asked. "Are the Shadowbolts ready to play a friendly game this time too?"

"Absolutely," Sunny Flare declared. "In fact, there's something my team and I want to give you."

The Girls then looked over to Sugarcoat, who refused to move a muscle. Sunny Flare had to nudge her elbow a few times while grinning. Annoyed, Sugarcoat caved and finally walked towards the Engines with a long, plastic chart in her hands. Thomas assumed she was about to pass it off to him and extended his hand out, but Sugarcoat walked straight past him, much to his confusion.

Instead, Sugarcoat went up to Gordon specifically and handed him the item.

"Here," She said, monotonously.

Gordon was surprised, but took her offering anyways and looked over what it was after unraveling the long, expansive chart.

"What's this?"

"A perfect diagram of CPA," Sugarcoat explained. "Accurately detailed to match every square inch of this building; Including classrooms, storage closets, teachers lounge, library, auditorium, gymnasium, ext."

The other engines gathered around and looked over the map as well.

In deed it was a map of Crystal Prep, showcasing just about every level and every corner of the school. Each room was detailed to accurately resemble the real interior structure, along with bright colors and numbers to indicate which room was which. Each room even had items to better differentiate what room they belonged in. The Engines were all impressed. So far all they've seen of CPA were the hallways and only a few classrooms including a woodworking course and most of the Library. Now they have a good idea what all the other rooms had and what purpose they served.

"Today's final event is a simple game of Capture the Flag," Sunny Flare explained. "My team and I, of course, know every ins in outs of this school."

"And you guys don't know zilch," Lemon Zest stated.

"You can't bring it with you when the race begins," Sugarcoat specified, "but it should be enough to help navigate where your flags _could_ be stationed."

The Engines looked at their map again then back at the Shadowbolts.

They had no words to say how surprised, or thankful they were most of all over the Shadowbolts pulling through for them. Even Juniper Montage was impressed. But Thomas was still a little indifferent. He knew they were toning down their competitiveness, but now everyone's acting like they're all friends. A part of him was happy over the idea, but his feud with Sour Sweet, and the fact that Diesel's still on their team still left a bitter taste in his mouth.

"You made a map of your whole school just for us?" Emily asked.

"Participation certificates were another option," Sugarcoat said. "But my vote was overruled so…"

"Consider it another apology for the way we've acted," Sunny Flare chimed, shyly. "And, for saying all those things about not being capable to compete."

"Don't get us wrong. The Shadowbolts are still gonna beat you guys," Indigo Zap said, "except now we're making sure the Wondercolts have a fighting chance to maybe, sorta, kinda, possibly surpass us. Just not by a lot."

Gordon, James, Emily, Toby and Edward all smiled with appreciation. Whatever resentment they may have had, even after the day before's reconciliation, The Wondercolts were now indebted to call the Shadowbolts their friends.

"Thank you very much, girls!" Toby said. "My friends and I greatly appreciate this."

"It's the least we can do, dearie," Sunny Flare said. "I just wish _one_ of your friends felt the same."

The Shadowbolts then turned their attention to Thomas with glaring judgement. Some engines did the same but for different reasons. They were still bitter about Thomas' movie stardom and how sidelined they felt from all the fame, considering their cartoon counterparts are also suppose to be included in the big movie too. Thomas' eyes widened when he realized all eyes were now on him.

"Why's everyone looking at me?"

"You and Sour Sweet had that argument at the mall yesterday," Sunny Flare stated. "And ever since, she's been acting all sour towards us."

"Well, sour- _er_ than her usual self," Indigo Zap added.

Sunny Flare leaned in on Thomas. "What exactly did you say to her, if you care to enlighten us?"

"Oh, uh. Nothing _that_ mean," He claimed, nervously.

"Thomas," Edward said, sternly crossing his arms. "What did you say?"

"Just to quit complaining about me and my movie. She kept going on and on about how I shouldn't act like myself and that I didn't deserve any of the fame."

"Maybe because you keep hogging it all," Gordon grumbled, quietly.

Thomas overheard this however and looked over his shoulder to glare back at Gordon. The Shadowbolts were losing patience with Thomas and continued confronting him to apologize to Sour Sweet.

"Sour Sweet's sulking in math class right now and won't come out for anything," Lemon Zest said,

"I think you should go and apologizes to Sour Sweet, Thomas," Emily suggested.

"Why me? I'm probably the last person she'd wanna talk to right now."

"Just get in there already so there's no more animosity during the games," Sugarcoat demanded.

"I don't recall hearing an apologize from her end when she said you'd stop being competitive," Thomas complained.

Juniper Montage had been standing quietly off to the side when she thought about what Sunset Shimmer said to her days ago regarding her efforts to mend past mistakes. Although Juniper held her own resentments towards the Shadowbolts, Sunset's suggestions, along with lessons she learned from the Engines in the past made her see the situation between both sides a little differently. She didn't have to be friends and side with them, but enough was enough regarding everyone's feud.

She then went up and placed a hand on Thomas' shoulder.

"The best way to mend your mistakes involves trying to reconnect with people wronged by it. Maybe that should be applied here too, don't you think? I'm sure she'll apologize back once you do. Some grudges aren't worth carrying, Thomas. So, be the better person."

Lemon Zest hoped this would've inspired Percy to forgive her as well, but Percy barely made any eye contact and remained quiet, which made her even more upset.

Thomas looked at Juniper then around at everyone else still giving him judgemental glares. He didn't like this kind of attention; having ever look at him like he's the instigator. Maybe the Shadowbolts were serious about their claims if even all his friends were siding with them. If even Juniper was telling him to end their feud, perhaps their attitudes really have changed. One thing's for sure, Thomas knew he had to step up and do what's right, despite how much he felt he shouldn't have to considering all the rude remarks Sour Sweet's made about him. But both teams were already in the process of getting over it. Now they just needed some of their friends to do the same.

"Oh, alright. I'll see what I can do."

Thomas then walked past the Shadowbolts and made his way into the classroom while everyone waited outside.

* * *

Math class was pinkish purple with blue, crystalline designs along corned wall pillars and other areas over its walls. It had a single chalkboard with an analog clock hung on top and several windows set up against the west end of the room. As he entered, Thomas found Sour Sweet sitting alone at a desk in the middle of twenty other empty table armed seats. Her cheek rested on her palm, which was supported by her elbow. Sour Sweet spotted Thomas and immediately turned her head away in anger. Thomas was nervous to approach her, but he was more willing to get this over with so that he wouldn't have to argue with Sour Sweet anymore.

He went up to the desk beside hers and gingerly took a seat.

"Hey," Thomas greeted, politely. "Everything okay?"

"Oh! Everything's just peachy!" She said sweetly, before descending into sour. "You know, considering this blue screwball keeps following me everywhere I look!"

This made Thomas downcast. "I just wanted to apologize for the things I said; about you being jealous and saying those rude things."

"Apology accepted," She said, still not making contact. "Now beat it."

"Are you still mad at me?"

Sour Sweet kept silent, hoping he would just leave her alone. But Thomas didn't. He could tell Sour Sweet was still upset over something and knew this wouldn't sit well unless he can resolve it somehow. Thomas lets out a remorseful sigh before speaking again.

"I really am sorry our teams got in trouble with the kart race, Sour Sweet. But, if you hadn't tried cheating in the first place then you could've-"

"That's not what this is about!" She scoffed, cutting him off.

"Then what is?"

Instead of responding, Sour Sweet shoved a rolled-up poster in his chest. Thomas unraveled it and saw that it was a poster for the upcoming Thomas movie he was staring in. It depicted Cartoon Thomas and his coaches, Annie & Clarabel, riding through a blue backdrop with yellow railway tracks and red sleeper styled banners on all corners of the frame. The tracks he rode on cutt through a lush, forest green land with purple, midnight skies overhead. This poster was different from the one Juniper first showed Thomas. It must've been made after he was cast.

"Look, all I need right now is some time alone, okay?" She said. "Seeing you yuk up all that press just made me sick."

"Sour Sweet," Thomas inquired, "why do you hate me so much?"

Sour Sweet slammed her fist on the desk and stared angrily at a startled Thomas. He forgot that comparing himself to the character he's playing in this world deeply angered her.

"I mean… w-why do you hate Thomas and his Adventures From Sodor?" He asked, quickly correcting himself.

She shied away and grumbled with arms crossed.

"I didn't always hate it."

Thomas was surprised. "You didn't?"

She shook her. "No... If anything, I thought I was the biggest fan. That's just what it felt like, you know?"

She began drifting off longingly, remembering what the feeling felt like all over again. She loved that feeling. But Sour Sweet quickly realized who she muttered it aloud to and reverted back to her sour grumbling when she noticed Thomas looked curious. She didn't know why she was telling him this. The two have done nothing but bicker and butted heads since they met. She couldn't help herself now that it was out in the open. Memories of her past seeped into her thoughts and clouded her emotions. Thomas tried to inquire her some more about Sour Sweet's relations to his show.

"So, you did use to be a fan?"

"Use to be."

"Oh. What changed?"

She exhaled quietly before getting up.

"Everything."

Sour Sweet then walked over to the front and leaned on the teacher's desk with arms and legs crossed in a reflective leisure. Thomas followed and sat on top of the nearest desk.

"I know I shouldn't get all worked up about it," She began, "but ever since that movie was announced, it's been driving me crazy. And after meeting you I just-"

"What about me?" He intruded.

She looked over to Thomas and his solemn complexion. What she was about to say almost made her feel a bit bad. But this didn't prompt her from reeling back the rest of her honest thoughts. She only dampened them a little to avoid making another scene, especially when she now felt so at ease for whatever unexplained reason. Maybe it was the loud silence of the room, or the warm, shining rays reflecting through the window, looking outside to a beautiful green forest and clear blue skies with sunny rays, and the city cape buildings far off in the north. Whatever the case, Sour Sweet found a little hesitance, and a little distraught in explaining herself to Thomas.

"Well... you know. The way you always show off," she looked away from him, "how you sound and look exactly like _him_ , it just makes those memories more unbearable."

"But, don't you have any good memories?" Thomas asked. "There must've been something about it you liked if you called yourself a fan."

Sour Sweet hung her head. "I do remember looking forward to it every week. Seeing him laugh, and smile, what adventures his friends went on next. It was like having something special, a friend to come home to that's always waiting no matter what."

Thomas smiled, thinking she meant all that about him. In a small sense, she was, given how he was the star and the biggest draw to Thomas' Adventures From Sodor. But Sour Sweet was more or less referring to someone else.

"Even when things changed, he still brought me joy, especially on days when I couldn't. He was always there to put a smile on my face. Until the day came when he didn't."

"What happened?" Thomas asked, considerately.

She sighed, heavily. "Just a bunch of stupid stuff I eventually got over."

This confused Thomas. If she got over it, why was she still angry? Sour Sweet hugged her arms, beginning to feel more upset from rifling through her memories. But she allowed them to keep playing out, now rifling through a sense of comfort from looking back on when it all started.

"It's just that… I thought I had someone, or something to depend on when things did get tough. Like a real friend, you know?"

Sour Sweet began drifting off in thought as she glanced to a window on her right from across the room.

"Adventures From Sodor wasn't just a pass time or a distraction. It was everything."

* * *

[ **A Few Y** **ears Ago** ]

Years ago, a little girl no older than four, would sit in front of the television screen in a small living room every weekend morning. Days like these required nothing more than all her favorite toys scattered throughout the floor, a bowl of cereal or a snack every now and then, and her favorite TV show front and centre before the theme tune could even begin its the first few keys.

Always on this screen, was an authentic, hand drawn cartoon of a little blue tank engine with his number 1 emblem, six small wheels, short stumpy funnel, and a cheerful grin prominent and on display.

"All aboard to new destinations!"

With toots of his whistle, Thomas would set off and begin his adventure through an upbeat theme song to engage its audience in a simple, day to day, yet exciting new episode.

While this played out, the little girl would play with her toys. She would have a tiny, diecast toy of Thomas pulling his coaches to re-enact the opening title as well as whatever episode was playing. She had a small selection of characters, with most of it comprising of just the show's main engines characters. she loved them all dearly. But there was one character she was particularly fond of. As she pushed along the tiny Thomas toy, she switched over to and grabbed a tiny, diecast toy of Henry after pulling Thomas up next to him.

The young Sour Sweet, with her hair tied in twin ponytails held in place by two ties resembling three berries on a leaf, held her toy train in both hands and beamed a gleeful grin. The toy Henry smiled back with his molded face beaming with joy. She brought it in for a hug by pressing the toy against her cheeks. Out of all the toy trains she had, Henry's was one she adored and played with the most. She finished her embrace and went back to playing twirling Henry around in a circling motion, not having a care in the world.

She'd often glide her toy train on different surfaces around the house, including couches, dinning tables, entertainment units, and on her bed. No matter how many times she played with the other trains, she always found her way back to Henry and would continue holding it nonstop.

There were also nights when Sour Sweet would be in bed, laying her head on her pillow, and sobbing uncontrollably. It had been another rough day. The fearful and dismal state she was in had finally taken it's toll. She hated these feelings, but some days she couldn't help but flush out some tears despite how much she tried to resist. She kept her eyes shut as more tears spill out. When Sour Sweet would open them, laying right in her sights would be her toy Henry, staring back at Sour Sweet with his gleeful smile. Sour Sweet sniffed back her tears. The longer she stared at Henry's plastic but genuine smile, the calmer she felt. And soon all her worries would be swept away when his grin prompted Sour Sweet to slowly crease into her own smile once again.

Now she felt all the more relaxed and in a happier state of mind. And as her mother tucked her into bed at night, pecking her daughter a kiss on the forehead and turning on the nightlight, the young Sour Sweet would snuggle in under her covers with her toy train, watching it smile back as she did. A calm, nourishing sense of serenity washed over her while Sour Sweet's eyes slowly collapsed before her, with her hand gently gripping the toy train.

Waking up on weekday mornings after the much-needed weekend was hard, but not for Sour Sweet. Every day when the bright, shiny sun beams over a chilly morning, Sour Sweet's mother would take her to school, with Sour Sweet being the first out the door baring all the essentials. A fashionable backpack over her shoulders, fashionable outfit, her lunch, and of course, her diecast toy train. She'd eagerly run across her front lawn waving it in the air while making her way towards the car every school day. And every day on her way to school, she would lean her arm out the car window while gripping onto the toy Henry as tight as ever so as not to drop him. She smiled while holding him out and watching house after house and building after building zoom by Henry as if he were really chugging through the neighborhood with the wind gliding along his plastic face. This was her favorite activity to past time in the car, her favorite means to stifle any apprehension regarding what kind of day school might bring. Sour Sweet had nothing to worry about so long as she held her toy train wherever she went.

* * *

Sour Sweet returned home one day after playing outside with some friends. But upon entering the house, Sour Sweet heard her Mother and Father in the kitchen, and became extremely upset when they began bickering and raising their voices.

They were yelling and arguing again. Sour Sweet hated when they did this. She stood by the kitchen entrance listening to their conversation. But she didn't like a single word that came from their mouths. Shutting her ears did little to draw out their insults so she quietly tried sneaking by. She stopped for a second when their arguments escalated even more, and ran off in a flash before her parents noticed.

She returned to her room, shuts the door behind her and leaned against it. Tears were already swelling up. Sour Sweet could barely contain them. So, she threw herself onto her bed and sobbed with complete distraught. Her favorite Henry train laid on one of her dressers, staring back at a young Sour Sweet hysterical weeping into her pillow. But not once did Sour Sweet notice the smiling toy train or think to have it on her for comfort. She was too upset, and remained buried in her bed all while the Henry train remained where it was and collected dust.

Days went by and things had only gotten worse. Whatever since of normalcy her house once had, or believed to possess, was now completely stripped away. The only reliance to enact some since of stability was her favorite weekend TV show, Adventures From Sodor. Sour Sweet sat in front of the television screen, with her Henry train clutched in hand, watching Cartoon Thomas puff into frame with his big, cheerful smile. She waited for Thomas, for anyone on his show, to fill her with joy again. But something felt different, and not in a refreshing kind of way.

Instead of the usual format she was used to, Thomas' show now had a new format. Its animation was different, the characters too, and everything looked more cell shaded and blocky than authentically hand drawn. The show stuck to a more cheerful vibe and became lenient on education segments over engaging storytelling. Sour Sweet definitely noticed this stark alteration, but still she kept watching, hoping that the cheerful vibes would still make her feel better. But when it was nothing but cheerful vibes and not any kind of emotion aside from out of place conflicts, her feelings towards the show slowly began to change. Years would pass, and the show remained the same, not ever changing its format one bit, not even back to its original. Characters left, and more focus was brought on Thomas, who's smile didn't even look that engaging anymore or made her smile back.

Sour Sweet bared nothing but frowns. She looked down at her Henry train, now a little worn and battered from years of play. No matter how long she looked at the tv screen or at Henry, they just didn't invoke the same happiness and joy they used to bring her, or any feelings that helped her escape this reality.

And so, after a lengthy reflection, Sour Sweet came to a decision. Staring back at toy Henry, she packed him away in a translucent, plastic box along with the rest of her toy trains. Once she sealed them away with the lid, Sour Sweet remained kneeling in her bedroom, and exhaled a heavy depressed sigh, feeling a huge weight lift off her, not with relief, but with a new weight of baggage. With her childhood toys packed away, it was now up to Sour Sweet to decide if she should find a new comforter, or to simply grow up and face her reality.

* * *

Her answer would soon become clear. Sour Sweet's bedroom had many posters, a dollhouse, and other frilly items placed everywhere, giving off the typical little girl bedroom in most suburban households. But among one of these posters was of Thomas' show during its original run. But that poster was the first to go, along with other toys and memorabilia she had at a very young age over the next few years.

Now, Sour Sweet was in her late, preteens. She sat on the bed in her empty bedroom. The only items that weren't packed away in boxes were her dressers and bed. Her Mother entered the room carrying two small, empty boxes in her hands.

"Hey, Sweetie," She tried to say, cheerfully. "Just checking to see if you need any help."

Sour Sweet didn't respond and remained silent with downcast eyes. Her Mother sensed she was still depressed but tried not to dwindle on it.

"Oh, look at that! Everything seems to be packed and ready to go. All that's left is the furniture."

She then laid down the two cardboard boxes in front of Sour Sweet, directing her daughter on which function each served.

"Whatever you're not bringing can either go to your father's, or have it dropped off at the donation centre. 'Least it's a good opportunity to purge some of your old stuff, don't yah think?"

Still, Sour Sweet barely reacted; staying motionless and monotonous, with lidded eyes idly staring at nothing and only blinking once every other minute. Her Mother's small smile soon faded into a dejected frown. There no use trying to sugar coat nothing was wrong. She then kneeled down in front of Sour Sweet and embraced her with a gently hug.

"I'm so sorry, dear. I can't imagine how hard this must be."

The Mother lets go and wiped her daughter's eyes dry before placing both hands on her shoulders while trying to make direct eye contact.

"Your father and I will never stop loving you. He's even committed to getting you enrolled into that new school you've always talked about. You're excited for that, right?"

Sour Sweet looked at her mother, and gave just a single, effortless nod in response. She was excited to start attending high school, especially a sophisticated and well renowned institute such as Crystal Prep Academy.

"There you go," The Mother soothed her daughter's cheek. "Something to look forward too. I promise, Sweetie, things will get better for you again."

But Sour Sweet wasn't entirely convinced. The Mother kissed her forehead before getting back up and leaving the bedroom.

"Let me know if you need any help deciding what to pack. I'll be downstairs."

Closing the door behind her, the Mother left Sour Sweet alone in her near empty bedroom to continue contemplating how she got to this point.

She shifted from darting the floors to staring at the two boxes, one of which was to be packed for her Fathers house, and the other for the Donation Center. Only, she didn't want to pack anything to drop off anywhere. Looking back at these boxes along with the ones already backed up made Sour Sweet depressed all over again. There was only one solution that she could think of to remedy these feelings.

Sour Sweet dragged out a clear container from under her bed and unsealed its lid, revealing all her beloved childhood toys she used to leave around the house. She dug through many trains, passing off a Thomas, James, and Gordon toy, until a green, number 3 tender stuck out. She froze for a moment, then gently grabbed and pulled out the rest of engine by the tender. It was Henry, now laying flat in both open palms. It was a lot more scuffed now, with some missing wheels and paint chips all over. His face received the most damage, having one eye scratched out and his mouth completely missing. Sour Sweet envisioned the times she would carry him in the car and have him puff through the neighborhood by sticking Henry out the window and watching him chuff along.

But despite reminiscing on those days, despite looking down at her favorite toy train, Sour Sweet still wasn't happy. Staring back at the toy Henry's missing smile, hoping for the same joy and happiness that he and the TV show use to bring her would somehow return again and make things better, only made her feel worse. She sighed quietly, trying and trying to feel something; something to divert her current emotional state. But nothing changed. Just as she half expected.

* * *

She took her eyes off him and gazed at the Donation Center's bright, neon green sign shining down on her. All her previous belonging she didn't need anymore, including most of her old toys, were now all packed away into the cardboard box and waiting to be picked up. All except her toy train of Henry. Sour Sweet stood over her box of old possessions, looking down at the broken toy still held clutched in both palms. Her grip began to tighten the more she did. Tears began to swell and leaked down her cheeks. This was more painful than she thought, but given the lack of joy she felt holding him, trying to cling onto some semblance of what she use to feel from holding him, she had no intentions of changing her decision.

At last, Sour Sweet allowed the toy Henry to slip out from her hands, and into the box with all her other old toys.

She quickly turned her back away, now swelling up a storm from the done deed. There was still no interest in keeping him, for she didn't need it anymore. Sour Sweet then began to walk away while trying to wipe away her never-ending shower of sorrow with no success. She never looked back, not even when the broken toy Henry, leaning on the box's edge, watched her take off to start another day without him through a barren face of lifeless eyes and a missing, scuffed smile that once brought her happy days.

* * *

[ **Present Day** ]

Back in the Classroom, Thomas was now completely empathetic towards Sour Sweet, who had been staring out the window the whole time. He had no idea why she had such bitter resentment towards him and his show until now. Even when he still didn't understand most of it, he understood that it greatly effected Sour Sweet in more ways than he could've ever guessed.

An awkward pause fell. Thomas has no words to say in regards to her past, feeling like nothing he'd say would be appropriate. He could only feel awful for her.

"Just when you thought something you loved would stick with you forever," Sour Sweet continued, "that bringing it back will somehow fill some sort of lost void, it'll only let you down in more ways than I allowed it too."

"I'm so sorry, Sour Sweet," Thomas said, reflectively. "That must've been awful."

Sour Sweet nonchalantly shrugged and stood back up, taking back the movie poster from Thomas.

"Yeah, well, nothing can be done about it now. Just have to move on. Out with the old, in with the new, right?"

This reminded Thomas of what Gerard Gisborne told him and his friends. No matter what enchantment he was under, Gisborne still seemed properly motivated to replaced steam with diesels; believing that it would be beneficial for just about everyone. Thomas thought about this some more and it began connecting his upcoming movie with what Gisborne said to him and his friends. Will this new movie he's staring in benefit anyone? Will people like it the same way they did with his show? If it was too different for the wrong reasons, it seemed very likely they wouldn't. Still fuzzy on the details, however, Thomas tried to inquire her again, not knowing he was about to pinch a nerve.

"But, how does that explain why you hate me again?"

She glared, bitterly. "Alright, fine. I'll humor you this once. Let's 'pre-tend' for a moment you really are Thomas, because right now I'm seeing a lot more similarities between you two."

She sternly stepped closer on a nervous Thomas, who did nothing but try and back away with arms raised out in defense.

"See, there was a time when you made people happy _._ But now all you are is a selfish, annoying, obnoxious little brat who only cares about what makes _you_ happy, and whose only claim to fame is an easy target audience."

Thomas was horrified by her and her claims. Each inch she took only added to his fear, with each word digging deeper at Thomas' ego and self-respect. He wanted to be angry and retaliate, but Sour Sweet's harsh words and fiery glaring eyes cornered him into a shake.

"You're nothing but a shell of what you use to represent, what you _could_ have represented. _That_ is why you don't deserve any fame or admiration!"

And on that, Sour Sweet bypassed Thomas and began marching towards the door. An appalled Thomas stood in a catatonic state until snapping out of it. He turned back and called to her.

"But wait! I'm not like that at all!"

She stopped right by the foot of the door and looked over her shoulder.

But upon looking back at her, even Thomas was beginning to think about how he's recently acted after discovering his TV show. All the attention he was constantly seeking from his fans, from students at CHS and CPA, there were all so that Thomas could validate his newfound stardom. People were only giving him exactly what he wanted.

"Okay, sometimes I am. But I still care about my friends most importantly. I've been trying to save them so Diesel won't have them sent away for crying out loud."

Sour Sweet crossed her arms and rolled her eyes, assuming he was still pretending to be from his make-believe world.

Suddenly, Gisborne's motif began to make a lot more sense to Thomas, at least in a way he thought it did when drawing comparisons to how relevant he is in Canterlot High, and how forgotten him and his friends were thanks to Gisborne and the Siren. Was his time up here too? Were all the complaints people did have true, and that this movie is just a poor attempt at trying to make a new comeback to prove their relevancy? Thomas didn't know for sure, but it sure felt like it did the more he and Sour exchanged.

"I didn't think I was hurting anyone by being in this film. Especially how badly it would effect you." Thomas sighed, remorsefully. "I just… wanted people to like me."

"That won't really matter much now, will it? Because Adventures From Sodor will only continue going down hill from here on out the longer it tries to stay relevant."

"Then tell me how I can adapt," He begged. "Please, Sour Sweet! I wanna keep on being really useful. I don't want people to hate me. I don't want to be forgotten."

Sour Sweet continued glaring daggers.

"Then maybe you should've stopped while you were ahead, so none of us would have to watch you turn into…" She scrunched up the poster tightly before throwing it. "This!"

The poster flew over and rolled towards Thomas' feet, unraveling itself to reveal the full image in its entirety. Thomas looked down at the Cartoon Thomas and his happy go lucky face promoting his big new moving coming soon, and his movie only.

"You're not the Thomas I grew up with," She finished, "and you _never_ will be."

At last, Sour Sweet finally left and slammed the door in her wake. Thomas could only stare at this poster like he was gazing at his own reflection, with only both their emotional expressions not matching the other. 'Not the Thomas she grew up with'. Did he really change so much to such a degree that he was completely unrecognizable now? Thomas didn't know. All he knew was that having himself front and center over every poster and frame of his show, seemed to only make people more angry than happy. Because the Thomas they were seeing everywhere, wasn't the same one who used to make them happy and smile.

* * *

Everyone was alerted when Sour Sweet finally came out. She was still heated from the argument, with her fist clutched tight and teeth grit. This did not give the Shadowbolts or Engines any positive impression of a reconciliation.

Sunny Flare was the first to approach her friend by trying to rest a reassuring hand on her shoulder.

"Sour Sweet? How-"

"I'm fine."

She refused her gesture and stormed off. Sunny Flare called to her again, forcing Sour Sweet to stop and look over to everyone.

"Didn't he-"

"I said I'm fine!" She snapped.

The Shadowbolts were all shocked. Even the engines had never seen her this riled up. The near mention of Thomas had her boiling to the core. Sour Sweet took off again, hoping to avoid saying anything more that she'll gravely regret. Everyone was confused beyond belief. Thomas soon stepped out of math class as well with the movie poster in hand and a downcast head. His friends all looked worried for Thomas despite current tensions. The Shadowbolts, on the other hand, weren't any happier to see Thomas.

"What have you done?" Lemon Zest scolded.

Thomas raised his head thinking he had a response. But he didn't. He didn't do anything. That's what he'd done. Nothing for Quibble Pants, for people who preferred the old him, and now Sour Sweet. At a lost for words, Thomas hung his head back down and solemnly walked away, heading down the opposite hallway Sour Sweet took, and leaving everyone more baffled and concerned than ever before.

Being the most worried of all, Percy tried following his best friend but Emily prevented him from doing so. Her and the other Engines felt that Thomas should have his space. Whatever it was that happened in that room had made him too depressed for words. The Engines and Shadowbolts made a quick exchange. What does this mean for both teams and their new found bond if four of them were still at odds? Nobody could say for sure.

So, both teams went their separate ways. All except Juniper Montage, who stood in the middle while Edward, Gordon, James, Percy, Toby, and Emily went down one hallway, and Sunny Flare, Sugarcoat, Lemon Zest, and Indigo Zap towards another. She was left on her own; left to wonder why her advice to Thomas didn't work like she thought, why Sour Sweet was fuming, why Thomas was so depressed all of a sudden. Why didn't Thomas make things better?

* * *

 **To Be Continued.**


	31. Chapter 30: Daring Rescue

**Synopsis: Henry faces danger when his ferry arrives to ship him away from Sodor forever. Will the Girls save him on time? And how will they learn of his departure whilst they plan another rescue attempt?**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 30: Daring Rescue**

Henry sat in the smelters warehouse at the Dieselworks still feeling miserable. He hadn't heard anything regarding Fluttershy and her friends since their last rescue attempt, and worried whether they were okay. Adagio Dazzle had used her enchanting spell on almost every diesel, including Mavis, to make things more difficult for them. Henry knew that all the argy bargy between his friends and their diesel foes were what was creating more negative energy. Figuring this out must've hindered their progress. But still, he held onto hope, and trusted that they were still on their way to try and rescue him again.

Just then, Derek was shunted next to him after breaking down again during his run to Brendam Docks. Henry asked about his friends but Derek hadn't seen them either. He'd been avoiding them in order to keep a low profile. He only told him that everyone, not just diesels, have been issued to report any steamie sightings immediately so that Gisborne can deport them. This made Henry worry, not just for himself, but for his Canterlot High friends.

Things were just about to get even worse. A BR Class 25 Sulzer Type 2 nicknamed Spluts, and a Class 46 "Peak" Diesel numbered 199 pulled up to the two engines and parked in front of them. Spluts was coupled up to a flatbed bolted with rail tracks behind Judy & Jerome; both not looking happy at all. Henry and Derek didn't know why the two Breakdown Cranes were being parked here until it became clear why, especially to Henry, who's eyes widened and mouth agape in horror.

"It's time, Steamie," D199 said, smugly. "Your ferry awaits at Brendam."

Whatever hope or longing he had of escaping this fate were immediately dwindled and replaced with fear and despair. Henry sulked solemnly. He knew things might've come to this, but he still had hoped his Canterlot High friends would pull through at the last second despite constant doubts, doubts that Derek was there to brush off. But even Derek didn't know how to react. One thing both knew was that Henry's friends from Canterlot High were too late.

"… No," Henry uttered quietly.

He could barely process the reality of his situation. D199 oiled into Henry's buffers and was coupled up. Henry refused to move, but couldn't do anything to stop the diesel from pulling him out of his spot.

"No! I don't wanna go! Please!"

D199 had him lined up for Judy and Jerome to reluctantly load onto a flatbed. Derek could only watch while the engineers finished touching up his cooling system. A part of him wanted to help, 'but what could I do?', he struggled to think. BoCo warned him not to associate himself with anymore steamies if he wanted to fit in and be a real diesel. He couldn't give himself up in front of everyone. Derek felt helpless.

* * *

Meanwhile, Adagio Dazzle was parked inside the Dieselwork's Main Building. A small, weak stream of green mist flowed inside and seeped into her glistening, deep red lantern. Adagio waited for more to be added, but the amount she usually received didn't manifest as much as it did, especially compared to the Dieselworks breakout the other day. She looked down at her lantern with an arched brow, wondering why today's batch was so low.

Just then, a red car pulled into the Building, and out came Gerard Gisborne slamming his car door. He was red with anger. Adagio Dazzled rolled onto the elevating turntable and met Gerard at ground level. He was impatiently tapping his foot.

"Yes?" she said, leisurely.

"Care to explain why those steam engines are still running amuck on my Railway?"

"Not sure why you insist on starting every demand with that. My answer's always going to be 'not much'."

Gisbrone had no patience left. "What. Is. Going on?! I've heard numerus complaints from passengers spotting groups of steam engine all over Sodor. Along with you just casually roaming Ulfstead and Blue Mountain Quarry."

At this point, with all the power she's gained lately, Adagio saw no need to cover up her ulterior motives from her puppet any longer, especially with Gerard catching on to her activities. So, Adagio candidly opened up about the rogue steamies, only to leave out a few important details as if he were already in on her scheme, which she saw no concern with how he'd respond or fill him in on. She already knew how to put him in his place.

"Those 'steamies' only occupy your railway so that I can harvest their magic," Adagio explained. "And it was working up until recently. They must be onto me."

Just as Adagio expected, Gerard Gisborne was confused. But this didn't bother her.

"What plan?! They are destroying my Railway! They launched a runaway train at the Express, derailed an entire line of diesels at Ffarquhar Quarry, and have been frequently delivering passengers in place of diesels that received unwarranted complaints!"

"So, what would you have me do?"

Gisborne grumbled through gritted teeth. He tried to remain calm and poised.

"Sodor is now on high alert. People are required to report steamie sightings so that I may deport the lot and their troublesome antics permanently!"

"Hate to cramp your style or whatever you have," Adagio interrupted, bluntly, "but I can't allow that, as much as it pains me."

"Excuse me?!" He stuttered.

"Those girls are too essential for my resurgence. So, I forbid you from sending them anywhere. Only once I've outgrown their use will I command your diesels to do as they see fit."

"And what of Topham's other engines? I only have the green LMS Class 5 to send away today. The rest I've had to reschedule - _again!_ The ferry men are not happy, DBR 50!"

Adagio rolled her eyes in annoyance while Gerard continued ranting.

"You are to inform that Class 08 diesel that they better have E2 and Topham's other escaped steamies on Sodor immediately, or else _'he'll'_ be loaded in their place."

"It's a little late for Diesel to carry this out, isn't it? They're already good as gone. And Their meddlesome magic is no longer a detriment."

"Need I remind you of whom you're talking to?! They must be accounted for if I'm to have E2 prepped for his 'Thomas the Tank Engine' display at the Earl's Museum. And if I hear one more back talk again, DRB 50, I'll have you on the next ferry with Class 08 and Topham's steam-"

Having enough of his blabbering, Adagio Dazzle's lantern glistened and shined in its red radiance. She began lulling her enchanting melody and reasserting her control over the middle-aged man stepping out of line. Gisborne felt a sharp pain in his head. The swelling only increased the more Adagio's voice circulated his thoughts, replacing his better judgement and will with her needs.

Gisborne clutched his head and collapsed to his knees. Her enchanting, whimsical voice and his futile resistance were too much to handle. He grunts a painful scream when his aching head worsened.

"Don't forget your place. I give the orders now!" Adagio Dazzle threatened through glowing green eyes. "I decide whether the Rainbooms stay or go, just as I also decree that your blue brat and his pack of wasted metal serve no purpose to me or my conquest."

Gisborne tried to fight her temptation, to resist her voice, but doing so only added to his migraine.

"They mustn't return to Sodor. Not unless I'm completely, undoubtedly adored by everyone on this pathetic, little island. Do I make myself clear?!" She boomed.

There was no point in fighting back this greater power taking control of him. His throbbing head ceased the more submissive he became. He fought to prevent his next words from slipping out, as they did not stem from his own free will.

"Err! I, Y… ye…. Yes! I understand!"

Adagio Dazzle grinned a sinister smile with her eyes twinkled a lustful green shine.

Gisborne tried to relax as he panted with relief. Just as he wearily got back on his feet, a guard came over and whispered in his ear. Gerard immediately perked up, as if he wasn't suffering a migraine anymore, and returned to his professional tone once the guard finished his relay.

"Ah, Excellent!" Gisborne's arms hid behind his back. "If you'll excuse me, DRB 50, I need to have a word with Mr. Topham."

Adagio dismissed him as Gisborne and his guards returned to his red car and drove off. She tooted her whistle and puffed out from the Main Dieselworks building, finding a bunch of diesel locomotives gathered near the middle Junction.

* * *

A few diesels had parked around Henry, who was now loaded onto a flatbed. He was bonded by several chains that overlapped his buffers, smokebox, boiler, cab roof, and tender to keep him in place so he doesn't tumble off during his trip. There was something else attached to this train too, something Adagio couldn't describe. D199 and a DP1 deltic diesel were next to Henry while Spluts stood facing him with a sly smirk. She noticed Adagio rolling up beside Henry on the other side from where the other two diesels were.

"Oi!" Spluts perked. "Gisborne's engines, yeah? Just got done loading up this jolly 'ol green engine here! He'll be outta our generators soon, yes he will!"

Derek rolled up after his repairs and parked between D199 and Deltic, still wondering if he should do anything to stop Henry from leaving.

D199 chimed in. "A bunch of us also added a little present from the Mainland. Just in case those rogue steamies try and mess with us again. Ladies and gents; Say hello to Big-B!"

Adagio's curiously was caught by the strange looking rolling stock coupled up behind the flatbed Henry was chained too. The train was a brown and red, box shaped 100-ton Industrial wrecking crane with yellow and black stripes. The crane had been modified with a big, round, steel wrecking ball which laid on its footplate when not in use, and turning valves to increase the speed at which it rotated and hoisted.

"As you can see, Big B now packs a pretty powerful punch," D199 explained. "So, instead of us going off the rails, it'll be their turn to fly off instead!"

Him, Spluts and Deltic all shared a laugh. Derek gazed at the opposing wrecking crane; now living up to a more extreme and different means of 'wrecking'. Even if the Girls could somehow hold their own against this crane, its wrecking ball can still inflict considerable damage if given the chance, enough to severely harm them. Derek looked back at Henry, all dejected and hopeless, feeling just the same knowing how prepared these diesels were; and knowing how his friends would feel, particularly Fluttershy, that Henry was one ferry away from leaving Sodor. Something had to be done to prevent this, to avert the Girls from sustaining a terrible accident.

"Hm. Impressive I guess." Adagio Dazzle whispered to herself, "At least now they'll have no choice but to surrender their energy!"

She looked over at all the diesels gazing back and blinking with confusion. Adagio chuckled sheepishly before turning stern.

"Well? What are you all starring at?! Shouldn't you be getting rid of this oaf?!"

"Got it, boss!" Spluts said. "I call front!"

"No, I do," D199 boasted. "A strong diesel is what's needed to carry this heavy train. You can ride along side though if you like."

"I-I can ride up front," Derek sputtered.

A moment of baffled silence struck before being immediately replaced by abrupt laughter from the three diesels. Only Henry remained surprised. Had he been enchanted too? Why was he volunteering to help take him away from Sodor? Spluts could barely talk through her laughing.

"Only real diesels can pull a fat 'ol steamie _and_ Big-B at the same time."

"You won't even make it past the gates," D199 said. "Best skedaddle to your repair station. You'll be breaking down on the way there any-how."

The three diesels continued chortling and chuckling. Even Adagio found this amusing. But a red-faced Derek was greatly embarrassed, until he tried clearing his face and tried talking back to assert dominance.

"You all may think I'm not a real diesel, but I'm more of a diesel than any of you will ever be! I have what it takes. I always have!"

"Oh, sure," Spluts mocked. "Just like how I can be a real tugboat. Now stand aside! I call front."

Spluts began oiling up to Derek to biff him out of her way. But Derek refused to move. He had enough of everyone's teasing and ridicule, and wasn't going to let them push him aside or tell him off anymore. Derek saw his chance and took it without hesitation or thought as Spluts closed in, preparing to push him along herself.

"No. You. Don't!"

Trying to muster all his bravery, Derek lurched forward and biffed Spluts backwards, giving her a real jolt that sent her flying back where she was parked. Everyone was shocked. Especially Henry. For a moment, he thought Derek might be trying to help somehow, but what he was about to hear made Henry think otherwise. Derek panted and tried to remain calm despite his aggressive yet respectable, commanding tone.

"I'm taking this train! And if you have a problem with that, you'll have to go through me! Because a faulty cooling system will _ever_ stop me from getting my jobs done, no matter what. Now, are you gonna move, or keep wasting my time more than you have, you, blasted, nerf herders?!"

Spluts, Deltic and D199 were speechless. Many diesels nearby overheard this too and were equally stunned. They never knew Derek had it in him to be so aggressive and demanding. Whatever suspicions anybody had of him not being on their side was completely averted by a simple biff. Adagio Dazzle rolled her eyes before slowly receding backwards. She just assumed her enchantment was making them act out of pride, and was growing tired of their bickering.

"I don't care which of you does it," She said, heading back to the Main Building. "Just take him before those steamies find out."

"Uh, okay. Guess you can be up front then, Derek," Spluts said, still a bit bewildered.

"Really?!" He gasped. "Yay!"

A smiling Derek swayed with cheer. He quickly stopped and cleared his throat after getting weird looks.

"Uh, I mean, get your sorry buffers in place already! We haven't got all day!"

D199 and Spluts went to get into their positions. Derek gave Deltic a mean look that even frightened him into hurrying away. They dared not talk back to Derek again, who also left to get coupled up in front. This only made Henry feel worse. Even Derek has been enchanted now, and was taking him to Brendam Docks to leave Sodor forever.

* * *

Sodor's China Clay Pits were now completely empty. Any and all activity had been subsided after Sunset, Twilight, Pinkie, and Bill & Ben cleared the work site by leading diesel into tunnels and blocking off all routes of escape. Pinkie Pie kept an eye on BoCo, still derailed from his own attempts at escape, while Twilight and Sunset went about blocking other sections in case any diesels tried to converge to their location. Once anyone realized that the China Clay Pits have stopped producing clay, it won't be long until their new temporary living quarter is invaded by a diesel pack. All five agreed that their stay here might be severely short lived. But at least Bill & Ben had their own sheds again, as the two comfortably parked back first into their respective spots.

"I've Got My Eyes On You, BoCo," Pinkie Pie focused. "If That's Even Your Real Name?"

An unamused BoCo tried ignoring her with no success.

"Nowhere To Run! Nowhere to Hide! No way, no how! Nuh-uh! No-Ope! Nothing Gets By These Eagle Eyes!"

"I'm already off the rails," He said in annoyance. "Where else can I go?"

"Not Past My Eagle Eyes, That's Where-Oooh, Birds!"

BoCo simply groaned while Pinkie Pie took off after the Robin and Blue Jay sailing above. The two birds flew over to Sunset Shimmer and Twilight Sparkle, who were about to block off another line when they hovered and tweeted in front of them. Another, much small flock of birds came soaring in above the Clay Pits from the entrance. They all knew what this meant.

"Those are Fluttershy's!" Sunset Shimmer said.

Then, a few engine whistles caught their attention. Bill & Ben could see said engines entering the yard, and were excited when they saw who those whistles belonged too.

Applejack, Rainbow Dash, Duck, Oliver and Toad entered the China Clay Pits and reversed onto different track lines near Bill & Ben's Shed. Then, emerging from the exit Twilight and Sunset were about to block off, was Rarity, Fluttershy, Spike, and the Scottish Twins, Donald and Douglas. They all came reversing past gorges and dig sites with a few trucks filled with coal and plenty of water tankers, which Spike acted as one of their brake vans. Fluttershy was coupled up to Rarity from the front as the two parked beside a platform and an oil fueling station next to a factory building. Donald and Douglas shunted their train of trucks and tankers near one of the blocked off caves where the diesel shunters stood incaved.

Twilight went to uncouple Spike from his train and brought him over with her and Sunset. Donald & Douglas parked in front of the same lines as Bill & Ben, and Duck, Oliver and Toad parked in another spot under their shed next to them. The Girls soon got themselves positioned into their own spots, some resting in front of or beside the Ulfstead engines. After everyone gathered near Bill & Ben's shed, each one explained their escapades while they were all separated.

"You should've seen how fast I was going!" Rainbow Dash bragged to her friends. "I was a stream of lightning charging through the tracks! I bet that diesel wishes he had my speed now."

"Are you sure you're okay, Spike?" Twilight asked, worriedly, "You didn't get hurt at all did you?"

"I should be asking you that," He smiled. "I was convinced we'd almost lost you back at the Quarry."

Twilight expressed her gratitude to all her friends for looking after him. Her and Spike were happy to be reunited again after their separation. The Girls were all happy to be reunited again, and relieved that none of them had gotten hurt. Everyone else expressed the same relief and were soon caught up to most of their time apart.

"Well," Duck smacked his lips, "seeing how you're all together again, us five better head back to Ulfstead before anyone realizes how long we've been gone-"

"Whoa, not so fast there," Applejack scolded. "Y'all still gotta answer for that runaway truck fiasco."

"Runaway? What runaway?" Twilight asked.

"An' we told ye already, Duck," Donald protested, "We are stayin'! There's still lots of work tae be done."

"Aye," Douglas added. "I dinnae care if Gisborne has a problem with us meddlin' with them. An' neither should you."

Duck scoffed in frustration. Arguing with them was getting nowhere. It was clear his friends didn't share any interest in staying out of trouble.

"Don't be upset, Duck," Toad said. "I'm glad you're working with us. Now we can all save our railway together."

"Thanks, Toad," He smiled. "But I'm just trying to prevent anything bad from happening to you all in the long run."

"You can easily ensure that by sticking with us then. Someone has to keep us from accidentally causing a runaway, eh?" Oliver joked.

Duck chuckled lightly, then turned his attention to the Girls. "Well, in that case, though myself and my friends may be involved now, I'm still counting on you Girls alone to settle this in the end. Don't make us regret this."

"No pressure," Spike said.

"I understand your apprehensions, Duck," Twilight empathized. "There's a lot of risk riding on you and your friends being seen with us. But if you ever hope to work on your railway again, its going to take more than just a few of us to save your Island."

"Its going to take all of us," Sunset Shimmer added. "Together."

The Girls cheered in agreement. Duck looked downcast. He felt awful for bossing around his friends and not being useful to their cause. He only wanted to do what's right and stay out of trouble, something he believed his friends should've oblige by, and went out of his way to see that they agreed with his method. Oliver felt especially worse when Twilight and the others discovered what had happened with the Express. Especially after Twilight and Sunset's declaration. Now Oliver realized he probably should've consulted his new friends.

"What's most important is that you're all okay," Twilight Sparkle said. "But unfortunately, I'm gonna have to agree with Applejack on this. Despite our appreciation, causing a runaway to prevent diesels from working is not a good way to hider the Siren from consuming more energy."

"I didn't know trying to muddle with diesels wouldn't do any good. I'm terribly sorry, Girls," Oliver sighed. "I only wanted to help."

"You are," Twilight said, gently. "And you still can. _All_ of you."

Oliver and Toad smiled to each other. They were pleased that their friends weren't angry at them for causing a ruckus. Duck knew Twilight had directed her comments mostly towards him. After much thought over his disassociation with the Girls, Duck tried talking himself to put aside his ways of doing things for now in order to see to it that his friends are safe and working on the railway again. If they really want to save their home, every engine should contribute to such. Duck and Oliver exchanged smiles to one another until the Scottish Twins interrupted.

"Way a head of you, Twilight," Douglas chuckled. "Check oot what we managed tae snag."

Everyone looked over to their trains of trucks and tankers. There were at least seven coal trucks and six water tankers, three of which were still half to a quarter full of water that thankfully didn't spill out. The Girls were pleasantly surprised.

"Where'd you guys get those from?" Sunset asked.

"From the Steamworks," Spike explained. "Fluttershy's birds told us about what happened, so we went to investigate."

"Didn't you say the Steamworks was overrun now?" She looked to Twilight.

Rarity scoffed, confidently. "The diesels trapped there couldn't do a zip of thing. It was hardly a challenge re-retrieving our fuel."

"But I thought the diesels ransacked all our resources?" Twilight asked.

"NOT THE SNACKS!" Pinkie exclaimed before correcting herself. "Oh, Wait. You Mean, Pfff! Sorry, My Mistake."

"Au contraire, darlings," She said, in a sing song voice.

* * *

[ **Earlier that day** ]

Rarity, Fluttershy, Spike, Donald and Douglas traveled through the main line, often sticking to branch lines to avoid being spotted, on their way to the Steamworks after Fluttershy's bird friends, Mr. & Mrs. Birdie, warned them that a pack of diesels had invaded their hideout.

"A'm scared, Donnie," Douglas shivered.

"Me tae, Douggie," Donald agreed.

"Fear not, darlings," Rarity announce, courageously, "whatever those scoundrels are up to, they will not stand any chance of escaping when we arrive!"

"Oh, wow!" Donald admired. "Yer sae brave, Rarity!"

"I know," She giggled.

They followed the two birds until finally coming across the Steamworks. A few diesels had already cleared out, but it was just as Mr. & Mrs. Birdie described. Trucks and water tankers were completely toppled over and deprived of any fuel. Coal laid everywhere. It was a mess.

The five where horrified. Hopefully Sunset, Twilight, Pinkie and the twins made it out alright. Fluttershy then tasked her birds to make sure that they did. They slowly approached the front entrance where Western, Skinhead, and Whistler stood. A Coal truck they dipped into the Transfer Table's well had blocked off the table from moving onto their line, and prevented them from leaving at the Steamworks.

"Hey!" Skinhead called. "Stinking steamies! Get us outta here!"

"Yeah!" Whistler said. "I'm late for my jobs!"

"Just move this truck outta the way," Western said. "Then we'd be free!"

Him and the other two tried playing up innocent smiles in hopes of convincing them to set them free. But Rarity and Fluttershy side glanced one another then shared sly smirks.

"So, you're saying you have no means of reaching us from where you are unless this table thingy is perfectly aligned on your line?" Rarity asked.

The three diesels looked to one another with a simple blink then back at the steam engines. They knew very well they were in a tight predicament, and there was nothing they could do to stop them. They, Rarity and the others knew this too.

"Isn't that marvellously convenient." Rarity tooted her whistle, "Boys, you know what to do!"

"Aye, aye!" The Scottish Twins said. "Full steam a head!"

Though the Transfer Table was unable to align with their line, it could still transfer over to other sections, and allowed the four engines to cross over and enter the Steamworks with ease. Skinhead, Whistler, and Western were unable to do anything from their end. They could only watch as Rarity and the Scottish twins got to work scavenging what's left of their old hideout. Rarity used her Diamond manifestation powers to form various tools. A platform to levitate trucks and tankers back on their track, and a dust pan shaped to scoop up spilt coal. The four engines puffed in and out of the Steamworks without any worries regarding the three diesels.

"Oi!" Skinhead called. "You can't just leave us here!"

"Oh, we'll be sure to come back for you once our friends are saved," Fluttershy promised.

"You won't mind waiting here a little longer until then, do yah?" Spike teased.

"Uh, kinda!" Western complained.

Donald and Douglas had a line of trucks ready to be refilled with coal and tankers with only half a gallon of water left. Before Rarity got to work refilling their trucks, she was busy scooping spilt coal from the Transfer Table into her tender. Fluttershy and Spike were surprised.

"You're okay storing coal in your tender, Rarity?" Fluttershy asked.

"Oh, darling, I'm more than happy to take one for the team. After all; there's nothing more that I love then the sweet smell of coal dust seeping my sinuses!"

* * *

[ **Back at the Clay Pits** ]

"Um, but… that's not what happened," Fluttershy chimed. "You made Donald and Douglas carry all the coal. Remember?"

"Aye." Donald directed them to his coal train, "Can confirm."

"Dae we really sound that funny?" Douglas asked.

"And what's all this aboot us bein' scaredy engines now?! Last I recall, it was you who dinnae want tae go anywhere near the diesels."

But Bill & Ben thought the Scottish Twins being afraid was funnier than what actually happened and had a good laugh over their scardy personas, despite it obviously not being true.

"Did a couple of diesels give you a spook?" Ben teased.

"I would've liked a front row seat for that," Bill said.

The twins continued laughing while Donald & Douglas glared in frustration.

Rarity chuckled, sheepishly. "Yes, well, I might've tweaked that whole story just a tad. The point is there's still a few of our coal and water left over. Unfortunately, there's _only_ a few."

"Looks like it's back to scavenging for more," Rainbow Dash groaned.

"Then let's save what we have and stock up on more for tomorrow," Sunset suggested. "There isn't much time left before the Siren's gained complete control of her powers. We'll need as much as we can before facing her."

"Not to mention we're down to one hideout," Twilight mentioned. "One that won't likely last very long since the entire Island will practically be onto us."

"Oh, would you Girls like to stay at Ulfstead then?" Oliver offered. "I'm sure there's still plenty of room there."

"You Mean After All That Trouble Of Getting This Place?!" Pinkie Pie complained.

"On the other hand, it's too obvious," Twilight said.

"If you're close to defeating the Siren," Toad said, "then there won't be any need to hide much anyways."

"Ben and I prefer our own sheds, thank you very much," Bill said. "Isn't that right, Ben?"

"Right you are, Bill," Ben agreed. "We've only just got our sheds back. I'd hate for us to leave it again so soon."

"Especially after Twilight, Pinkie and Sunset worked so hard to get it back for us."

"Some of us should hang back and look after the Twins in that case," Sunset said. "Right now, let's plan our next attempt at busting Henry from the Dieselworks."

"Uh, you sure we'll have enough coal and water for another raid, Sunset?" Rainbow Dash asked.

"We can find some extra fuel for yah," Douglas suggested. "There's bound tae be plenty of water tae collect at most."

"Coal, on the other hand, might be a wee bit trickier tae come across," Donald said.

"Are you two sure you can handle all those big, scary diesels by yourselves?" Ben teased.

The Twins laughed and laughed. But Donald and Douglas looked at each other and shared sly smirks.

"What are you wee midges laughin' about?" Donald teased.

"Aye," Douglas added. "You're comin' with us."

Bill & Ben immediately stopped laughing and shared nervous looks after dumbfounded blinks. Tackling diesels with two super-powered steamies in the comfort of their own work place was once thing, but going to other parts of the Island, running the risk of encountering bigger diesels that can do more damage was a daunting task even for Bill & Ben.

The Scottish Twins got to work shunting and coupling up to the empty water tankers and open wagon trucks. Bill and Ben reluctantly did the same, acting as back engines while Donald and Douglas led both the water tanker and coal truck trains.

Sunset Shimmer looked over to Twilight Sparkle looking doubtful. She remembered what Twilight said after acquiring the Clay Pits regarding her need to be a good leader for her friends. Sunset still felt responsible for Twilight's struggles given how much she pushed for her to help in leading everyone.

"Hey, Twilight. Do you still wanna handle our next strategy? 'Cause if it's becoming too much for you, then it'll be okay if we just-"

"Too much?" Twilight scoffed. "Please! All I need to do is deduce an alternative liberation tactic; one that the diesels or Siren won't expect."

"Oh, that's good!" Duck perked. "What did you have in mind-"

But Twilight interrupted, slowly slipping into a meltdown from all the stress.

"On top of defeating her from growing stronger every other second, conserving fuel, staying in one piece, getting by _without_ Sir Topham Hatt, avoiding diesels at all cost, breaking the law, which we already failed at by invading the Clay Pits and causing a ruckus with the Express." Twilight inhaled deeply before exhaling, "AND keeping everybody in our massively expanding, clashing ideas group safe!"

Everyone gazed perplexedly at Twilight and her unhinged smile.

"BUT THAT'S FINE! This is fine. Su-pr doable! Yup, all good," She lets out a deranged chuckle through gritted teeth.

The Girls all exchanged worried glances.

Twilight Sparkle must still be having difficultly trying to lead everyone during their stay on Sodor. Even just by looking at their friend, baring a confident smile through eye twitching stress and apprehension, she was facing some challenges. And now everyone was making their own decisions without consulting their friends or the efforts they made. Sunset especially knew this after they had claimed the Clay Pits. Originally, she only wanted Twilight to take charge in aiding everyone in a world they knew very little about. She was quick to adapt and teach her friends about engine control, so she seemed ideal for the role. But now, Twilight was taking it upon herself to make decisions for everyone, an act Sunset didn't mean to put upon her friend.

* * *

D199, Spluts, and Derek rode through the Mainline. Derek carried Henry on his flatbed, along with Big-B the wrecking ball crane. The combination of Henry's weight and the crane were much heavier than Derek thought. He showed visible struggle; often blowing out exhausted breaths from straining against the train's weight. The other two diesels rode along side and simply surveyed their surroundings, keeping an eye out for any steamie that might pop out and try springing the big green engine.

Henry didn't bother holding a grudge against Derek, and remained quiet through out the whole trip, seeing no point in protesting. D199 and Spluts soon noticed Derek slacking behind and holding up their trip. He was red in the face from exhaustion. Derek didn't want to push himself too far just yet and continued savoring his energy.

"I'm surprised he's made it this far," Spluts commented quietly to D199.

"Won't be much longer," He said. "Once he breaks down, I'll take over from here."

A nervous Derek overheard this, however, and tried to avert their arrangement.

"No need to worry about me," He chuckled, nervously. "I'm just getting warmed up! So to speak."

But Spluts and D199 weren't really convinced. Especially when the DP1 deltic diesel arrived with a small train of diesel parts. His line was held up by Derek and his slow train. Deltic growled with impatience to Derek and his nervous grin. The four diesels soon came across a signal box with a set of switches pointing towards a branchline on their right. Derek closed and noticed that the points on his line allowed him access towards the branchline. Derek smiled. His grand opportunity can be put into motion.

He honked his horn and slowly oiled over the switches, wasting no time passing through the signal box, and began building up speed to quickly trundle away.

"Where's he going?!" D199 asked.

"Oi!" Spluts called. "That's far enough! Stop!"

But Derek didn't listen, and kept racing away, taking an equally shocked Henry and Big-B with him. Despite their dumbfound shock, D199 and Spluts quickly assessed what Derek was doing, but were too late to stop him as the signal box switched the points, blocking them from chasing after Derek who had already disappeared down the line.

"He's making off with that steamie, he is!" Spluts yelled.

The diesels couldn't do anything until the signal lights finally turned green again and their switches pointed to the branchline.

"Get him!" D199 said, oiling after Derek.

Spluts followed from behind with Deltic joining in after seeing the whole commotion and chased after the train.

Derek hurried along the tracks, putting in every ounce of might and speed to carry Henry as far away from the three diesels as he could possibly push himself. His face became redder than his buffer beam, his engine rattled and roared, barely able to function from all the weight he had. Henry was speechless. A part of him was still surprised and confused as to why Derek was attempting to get away from those diesels.

"What are you doing, Derek?" Henry asked.

"Taking… you… to… your friends," He panted.

He gasped. "You are? Really?! But… But I thought you were going to ship me away?"

"But I wouldn't. What would your friends think? Now, where do you think they hide?"

But Henry was too grateful for Derek pulling through for him and couldn't help but feel giddy all over again. Derek was taking him to his friends. He was going to be with Fluttershy again.

Before Henry could thank him, three diesel horns echoed from afar. They were getting close. Derek built up more speed. His engine revving and droning an uneven noise, and black smoke coughed from his exhaust and clouded the skies for engines to see a mile away. Despite his efforts, their train wasn't moving nearly as fast as they'd hope. Derek was giving it his all, but couldn't get further away fast enough. It would only be a matter of time before they caught up. But still he kept going despite the pain spewing from his exhaust.

Just then, a warbler and sparrow soared above them. Henry gazed at the two birds and was pleasantly surprised. They hovered down closer to Henry and began tweeting. A woodpecker flew in front of Derek and began pecking his nose, thinking he was kidnapping Henry.

"Ow-ow-ow!" He winched. "Quit it!"

The warbler and sparrow finished their chirps and tweets before soaring back up into the air. They signaled Henry to stay on course until both flew left towards an upcoming railway line. Henry had a good idea why these birds where here and what they were trying to tell him.

"Derek, follow those birds! Trust me. They'll take us to Fluttershy."

An annoyed Derek blew the woodpecker away and pouted with a sore nose. The flock led them down the other line with Derek slowly making his way over a set of points that took him towards their direction. Henry, though hardly unable to contain his excitement, remained cautiously optimistic.

* * *

Back at the Clay Pits, the Girls were in the middle of an intervention with Twilight Sparkle. All of Fluttershy's birds were perched on different spots all over her. But upon spotting the sparrow and warbler fly in, every bird began either tweeting excessively or taking off after them. Fluttershy's geode glowed and shined as she listened in on their chirping.

"Slow down, everyone," She instructed. "Please, one at a time."

Then, a gurgling, droning rumble echoed around the quarry. Everyone's hearts skipped a beat. Only a diesel could make those kind of noises. All eyes were on the Clay Pit's primary entrance. Entering from all the way across where they were was a boxed shaped wrecking crane, then a big green steam engine on a flatbed, and finally a Brunswick green diesel engine pushing his train backwards. The Girls readied their guard. They didn't know how many diesels they might be up against, but were prepared for anything.

Fluttershy squinted the more she inspected this train, and noticed something strikingly familiar about the big green engine.

"Is that?"

The Girls peered at this train as well. Not only was there just one diesel, but that one diesel happened to be Derek, and sitting on top of the Flatbed was none other then Henry.

"Henry?" Fluttershy gasped with glee when he came into view, "Henry!"

"We made it, Derek!" Henry declared.

Both engines prematurely cried out in celebration from hearing Fluttershy calling them. At last, they had arrived! Suddenly, Derek's engine coughed and gargled to a jittering stall.

"No! Not now," He begged.

Coming to a stop, Derek's engine made an abrupt pop and seized with a cluttering drone. Thick, black smoke billowed from his paxman engine and clouded the skies. Derek panted and wheezed with a face greener than Henry's paint. Some of the Girls tried going over to fetch Henry, but Sunset denied them from doing so, as three more diesels appeared.

D199, Spluts, and Deltic had arrived, receding towards Derek and his train. Deltic shunted in front of an exhausted Derek. Henry began to panic. He was inches away from his friends, and now he was about to be stripped away from them yet again.

"Hurry, Derek!" Henry begged. "Get their attention!"

"I'm sorry… Henry," Derek wheezed in a raspy voice. "I tried... I really tried."

The engines back watched in horror as Derek was uncoupled and pulled away. Nobody could make a single noise without giving away their position to the diesels unaware of their presence. Fluttershy desperately wanted to step in, especially after seeing Derek being hauled off, but she was still coupled up to Rarity. The other diesels returned shortly after shunting Derek off to a siding, and waited for Deltic to be coupled up to the train.

"Right. No more silly stuff!" D199 commanded.

The three diesels honked their horns and took off again with a nervous Henry still attached.

"Help! Somebody! Anybody!" He cried. "Help!"

Fluttershy couldn't bare listening to his cries. Instinctively, Fluttershy hissed steam and launched herself forward, lurching Rarity with her who applied her brakes and halted them both.

"Fluttershy!" She grunted.

She had stopped both their grinding wheels from taking off. But their coupling began to strain, and with a snap, Fluttershy broke free and throttled past her surprised friends.

"I'm coming, Henry!" She called.

"Wait, Fluttershy!" Twilight warned. "Come back! Its not safe!"

Fluttershy kept on chuffing. She examined her rotating wheels while Twilight's calls echoed to her. And for a brief moment, decreased steam and slowed her pace while staring down the track Henry slowly faded towards with uncertainty.

All the nerves and trepidation finally caught up the more she thought about her brakes being a detriment. Hesitation slowed her drive the more her lack of braking getting in the way clouded Fluttershy's forethought. She didn't have Spike coupled up either to help stop her from racing away and getting into another accident. If she kept going now, Fluttershy could end up in another; maybe worse than the one she received previously. She didn't want this to happen at all. But what she wanted more was to save her dear friend. Henry was about to be taken away right before her very eyes. Knowing this, any qualms, fears, and struggles that hindered and overtook her better judgement, were quickly subsided in place of what she could do with her limitations. She didn't care what happened to her or how good she was at controlling her brakes at that moment. The unbinding, resolute rescue of her dear friend from meeting a fate worse than anything imaginable became her primary concern above all else.

So, with a determined glare, Fluttershy regained speed and took off once again with wheels spinning faster and faster.

"Fluttershy!" Her friends all called.

But Fluttershy had already taken off, completely exiting the Clay Pits. There was no stopping her now, even if she could miraculously apply her brakes somehow.

"No!"

A worried Twilight Sparkle tooted her whistle as her and Spike took off after Fluttershy. The other girls knew something had to be done. It was now or never. They didn't have time to stop and think; only to act now and prevent one friend from an impending crash, and another from leaving Sodor.

"Come on, y'all!" Applejack tooted.

Her, Rainbow Dash, Pinkie Pie and Rarity, tooting their own varying whistles, took off and followed Twilight without question. The other engines watched as all but Sunset Shimmer hastily made their way with rushing wheels after their friends. Then they looked to Sunset who pulled up closer to where the track led away from the Clay Pits and stared down the direction her friends headed.

"Aren't you gonna go too, Ms. Sunset?" Toad asked.

"Not yet," Sunset smiled, proudly. "My friends got this. Together."

* * *

The three diesels hurried down the main line, with Deltic carrying Henry and Big-B, while D199 and Spluts rode on both sides next to him. Not far behind and catching up fast, however, were the Girls all riding side by side one another. Fluttershy charged on the middle line with Applejack behind her. Twilight Sparkle with Spike and Rainbow Dash were on her right, while Rarity and Pinkie Pie chuffed on her left. The Girls raced through the inactive Railway line with clattering wheels, burning fireboxes, and rapid, rotating pistons. They were all determined and ready to save their friend, now closing in and coming into view.

At last, they caught up to the train. Fluttershy came up right behind Big-B, gazing at this irregular, intimidating wrecking crane with a nervous whimper.

"That takes care of that," Twilight said. "Now, If I can get close enough, I should be able to uncouple Henry's flatbed from them."

"That's if you make it past those diesels," Spike commented.

All the while, Henry was in utter despair, until a familiar voice snapped him out of it.

"Henry! Henry!"

He gasped when realizing who it belonged to.

"F-Fluttershy?!"

A series of clanking and chuffing wheels soared at an unrelenting pace inches behind his train. There was no stopping their seamless stride or the Girl's unwavering intent. Henry was beyond content. His friends had finally come for him at last.

"Rats!" Spluts stammered. "They've come for the green steamie, they have!"

"Hah! Let 'em try!" D199 grinned, sinisterly. "Do your thing, Big-B!"

And so, they did. Big-B started up its gears and readied itself to turn and face the engines behind it. The cab rotated as its cables hoisted the wrecking ball mid air once it was unchained. It's crane arm slowly shifted to its left, but with the steel ball's weight tugging at it, the rate at which it usually turned accelerated to reach the steam engines much quicker. The Girls watched, anticipating whatever was throw at them. Some were almost unprepared when the wrecking ball swung in and breezed by inches from Fluttershy's stunned face.

"Look out!" Twilight warned.

Fluttershy staggered back just in time for the humongous ball to crash against the rails with a heavy clang, and destroying a wooden sleeper upon impact. The steel ball flailed and resounded against the railway tracks, splintering and abolishing even more sleepers in its wake while banging against the metal rails.

"Rarity! Pinkie! Get behind!" Applejack called.

The two did as she said, giving Applejack enough room to switch onto their line. A set of points came up, allowing Applejack to veer over and roll up next to Fluttershy. Rarity soon came across a set of points herself and switched over behind Fluttershy while Pinkie Pie stayed behind Applejack.

Big-B hoisted it's wrecking ball back into position. It swung towards Twilight to take her out, then at Applejack, only to miss with each engine on almost every swing; only barely managing to scrape their buffers. The steel ball then aimed it's rear above Fluttershy after reeling to the crane's tip. Everyone gasped in horror. Before the wrecking ball could plummet down on top of a screaming Fluttershy, a quick-thinking Rarity used her diamond manifestation powers to shield her from its impending strike. The Ball bounced off Rarity's shield and immediately shattered it to shreds. Luckily, this made it droop onto Applejack and Pinkie's line with a clang against the tracks. The impact had staggered Rarity a little, who struggled to recover before falling behind. Big-B got its steel ball ready for another swing, but Twilight and the others were prepared with a counter.

As it swung over to try and strike Twilight, she used her telekinetic powers to swipe the ball away before reaching her, and into a forest sitting along the edge of her, Spike, and Rainbow Dash's line. Just as she hoped, the ball got snagged on one of the trees, pulling Big-B's grinding crane and entire back wheels off the rails. Big-B's whole cab lurched and grated on the tracks and ballast, creating a more dangerous contraption that ran the risk of derailing even Henry if not stopped right away. Applejack then saw a set of points come into view. She veered onto the switches just before Big-B did, and rammed head on into the big crane with all her geode lantern glowing might. Big-B flew completely off the tracks, tumbling over with its wrecking ball now detached, and crashing into a field on its sides.

The Girls cheered with triumph. All that was left was to spring Henry from his flatbed. Applejack found herself switching back next to Fluttershy on her left and continued to proudly race after the diesels along with the other Girls.

"What now?" Rainbow Dash asked.

"Pinkie Pie," Twilight said. "Go ahead and create a distraction."

She gasped. "Really?!"

"Really," Twilight smirked.

Pinkie Pie grinned a cheeky smile. Deltic was too busy focusing on carrying Henry when he noticed a drop in weight from Big-B's derailment. He was then caught off guard when suddenly…

"STOOOOP!"

Deltic looked a head and saw Pinkie Pie stopping in front of his line. He screamed and tried to apply his brakes, but was to late to prevent himself from running into the small, pink steamie that came right out of nowhere.

"Ouch!" Pinkie winched. "Soooo Sorry. Didn't Mean To Interrupt Your Little Commute. But Could You Just Hand Over Our Friend Henry So That Our Friends Can Be Reunited And Combine Our Magic To Free You From Your Miserable Life Of Hatred And-"

Deltic tried biffing her away, but Pinkie Pie kept ramming back into his front buffers; all with an unwavering grin on her face. Because Deltic and the two diesels were distracted, this managed to slow him down and allow the Girls to steadily ride closer to Henry and his flatbed.

"Want me to biff you both into that diesel?" Rainbow Dash suggested.

"I'd rather you didn't," Spike said, nervously.

"Time to try a different approach," Twilight said. "Rarity, could you help me out with Henry's chains."

"Say no more!" She said, after her recovery.

Twilight used her telekinetic powers to coat the first chain wrapped over Henry's back tender buffers in a purple, magical aura with twinkling specs, and held it out for Rarity to use her diamond manifestation powers to create a sharp, diamond shard big enough to slice through. She launched her first sparkling diamond shard and snapped his chain apart. They moved on to other sections, gradually loosening Henry from his flatbed one tight chain at a time.

"Hey!" D199 said, noticing their meddling, "You can't be doing that!"

Spluts and D199 averted their attention from Pinkie Pie. They applied their brakes, throwing themselves back into Twilight and Applejack. They were unaware of their collision until it was too late. Spluts bumped into Applejack and D199 into Twilight Sparkle, who was in the middle of springing one of Henry's chains. They found themselves being pushed back further away from the train.

Rarity just finished slicing off a chain overlapping Henry's boiler. Now he was much looser from the flatbed, as his wheels slid forwards and back and bounced against the bumpy tracks. There were still a few binds left to go before Henry was freed. Without Twilight's telekinesis, Rarity couldn't properly aim her diamond shards without hurting Henry. She tried her best but couldn't see very well past Fluttershy. Meanwhile, Applejack showed no trouble tussling with Spluts. And Rainbow Dash pressed against Spike and Twilight to push them against D199. But neither engine could use their geodes for very long without burning through all their coal and water.

Things only became more hectic. A chain had snapped loose, sending a screaming Henry trundling backwards off his flatbed. Acting quick, Fluttershy lurched forward and caught Henry's tender just in time. Henry's back wheels dangled from the flatbed's edge. The only thing preventing him from falling off was a lone chain coiled and tangled around his funnel and front buffers. And the only one preventing his tender from hitting ballast was a stunned Fluttershy. His buffers laid on top of her footplate, which were occasionally caught by her front buffers from slipping off.

Fluttershy looked to her friends for help, but they were busy tackling their own problems. Only Twilight, still hindered by the persistent diesel, had a brief window to quickly analyze her situation and come up with a solution. Using her magic, Twilight Sparkle levitated Fluttershy's connecting chain onto Henry's hook before D199 pushed her away again.

But Fluttershy didn't know what Twilight's intention were. She felt like her boiler was about burst. A frantic Henry wasn't keeping it together so well either. He whimpered quietly, not liking the odds of his predicament. With everyone else left aimless and fending off their attackers, only Fluttershy was available to save Henry from his jumbled binds. 'But how?' she thought. She too was tangled up in effort to support his tender from scrapping the rails.

Fluttershy shut her eyes. The only thing on her mind was for Henry to be free already, for her friends to succeed, and for this chase to come to an end.

"Make it stop!" Henry cried, fearfully.

And then, Fluttershy's brakes slipped on and halted her screeching wheels from turning.

A stunned Henry felt the sudden tug of his tender yank his entire engine against the tangled chains. Fluttershy concentrated and struggled to keep her brakes locked, desperately holding on with everything she's got. Her wheels screeched, showered sparks, and glided along the rails while occasionally slipping and grinding to a stern stasis. Henry was still snagged to his flatbed, until the last of his chains began to strain and pull apart from the wicked force of Fluttershy's exerted prise. Finally, the last chains snapped loose. Henry's driving wheels rolled him off the flatbed completely, and with a hefty landing, crashed back down onto the tracks. Rarity applied her brakes immediately before colliding into Fluttershy, who also stopped in her place once Henry had disembarked his flatbed and stood in the middle of the main line.

"NO!" D199 snarled.

The two diesels spotted Henry falling off while zipping by. Deltic was too distracted with Pinkie Pie to notice and kept on trying to deal with her while the Girls dealt with the other two diesels. Applejack spotted another crossing on her line pointed towards Deltic's. She called to Twilight and signaled her what was up a head. Also ahead of them was a narrow track bend beside a farmland where fields of crops grew behind wooden fences. Twilight cooped up an idea quick.

"Rainbow Dash, Applejack!" Twilight announced. "On my command; use your geodes to apply a strong enough force against them!"

The two agreed and waited for Twilight's signal. Spluts and D199 shoved and biffed, but the three steamies didn't resist. When they were close enough, Twilight called.

"Now!"

Applejack forced against a surprised Spluts, who could do nothing against her greater strength. Pinkie Pie moved just before Sluts found herself veering over the points and ramming straight into Deltic, sending both their front wheels to ricochet off the rails. Rainbow Dash pushed against Spike and Twilight Sparkle. Before D199 knew it, they had all zoomed off in a blinding, blue and rainbow streak faster than he could blink. The trio zipped out of their streak and watched D199 sail across the tracks, teetering over the track bend, coming off and crashing into the crop fields by sliding through the fence and dirt.

* * *

A few moments later, the Girls recuperated and returned to where Fluttershy, Henry and Rarity had stopped, finding them parked further down the main line.

Fluttershy eyes were still sealed shut. She refused to move from her spot and shuddered in her wheels from all the excitement that transpired. So much of it went by so fast that she needed a moment to cool herself down. Her friends tried getting Fluttershy's attention.

"Uh, Fluttershy?" Rainbow Dash said. "You can open your eyes now. The chase is over."

She stopped shuddering and slowly peaked one eye open. In front of her was Henry floating half way off the ground by a commination of Twilight's telekinesis and Rarity's diamond manifestation. They covered him in a purple, magical aura from funnel to tender, and created a diamond shaped platform underneath his wheels to levitate and rotate his entire engine. It took a lot of heavy lifting, but they managed to get Henry on the opposite direction he faced and lowered back properly onto the tracks. Fluttershy opened both eyes to Henry smiling right back at her.

Now Henry and Fluttershy were facing each other for the first in what felt like a long time coming. Neither one had any words prepared. A rush of excitement, building from comprehending their reality, completely flushed over them from standing right before one another. Fluttershy felt like crying tears of joy, to desperately embrace him in her grasp and never let go. Henry wanted nothing more but the same. All that he'd hoped for finally came true. But as of right now, just staring into each other's warm, ecstatic, smiling faces was enough to fill them with everything they'd been longing for since the Girls arrived to Sodor.

"Hi," Henry said, happily.

Fluttershy giggled.

"Hi." Then a concerning thought dawned on her. "Henry… What happened at the Dieselworks. I was, oh, I-I didn't-"

"Hey. Don't blame yourself," He assured, calmly. "I can tell it must've been really hard trying to save us while adapting to our home. But now, I couldn't be any prouder to see all that hard work shine through, even now."

Her face flushed red. Then both friends laughed off whatever lingering qualms they had. The Girls all shared collective smiles in return. Everyone was happy for their friend's heartfelt reunion. Twilight was the proudest of all. Then the Girls noticed a stream of green mist merked through the skies and over their funnels. This didn't ruin their mood, but its sights were still a pressing reminder of a job that wasn't entirely finished just yet.

"So much for not giving the Siren more energy," Rainbow Dash said.

"Whatever happens, I'd say it was well worth it just for this," Rarity commented, sweetly.

Her friends knew exactly what she meant after looking back at Henry and Fluttershy still exchanging blissful smiles to one another. Henry then felt someone shunt into him from behind. It was Sunset Shimmer, who arrived moments after their chase, and joined the Girls to fetch Henry and carry him off to get refueled again. Fluttershy shunted into him as well.

"I'll help too!" She giggled, cheerfully.

Sunset and Fluttershy tooted their whistles, along with everyone else, as they set off to take Henry back to the Clay Pits for a few check ups before leaving for Canterlot High. Fluttershy was so happy to have Henry back she'd almost forgotten about her brakes, and how she might finally now have a good handle on them at long last.

"I'm so happy you're safe now, Henry," Fluttershy said. "I missed you oh so, so much."

"Me too! I just knew you'd all save me soon."

"Just like an angel?" She joked. "Right?"

Henry chuckled in agreement. "In deed! And now that we're together again, there's something I've been meaning to give… Oh."

Soon Henry's mood changed when he became crestfallen over a concerning reminder of his own. This made Fluttershy worry.

"Oh, deer. What's wrong now?"

"Its just that; I wanted to give you a tree bark from my forest as a present. But I lost it when I came off the rails trying to escape before. Along with the tree bark you gave me." He sighed, dejectedly, "And now they're both gone."

But Fluttershy wasn't bothered by this one bit, as she continued smiling warmly while never letting her sights off his.

"Oh, Henry," She said, sweetly. "Our friendship is way more important than some tree barks. You're the best and only gift I could ever want from you."

Now it Henry who was feeling waterworks building from her heartwarming compliments. But he mostly couldn't stop beaming with gratitude. Everyone took off down the mainland towards the sun beginning to set on a long day's end. Whatever happened afterwards in deed, everyone, including Fluttershy, could take solace in their victory over one of many primary objectives they'd set out to accomplish from the start of their Journey.

* * *

 **To Be Continued.**


	32. Chapter 31: You Can't Win

**Synopsis: Diesel's close to losing patience with Adagio's promise to make him leader of the diesels. So he goes to her in an attempt to finally claim what he's been working to earn; dominance over those who disrespect him.**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 31: You Can't Win**

Diesel had found another track to switch onto and hurried after his runaway train of Troublesome Trucks after they sprung loose from his coupling atop Gordon's Hill. He finally arrived at Wellsworth Station, only to find half his train completely demolished. Workmen were cleaning up what was left of the big accident. Splintered wooden planks and bits of chassis laid everywhere, along with some of Diesel's goods splattered and squashed along the track. Some even splattered and dented Class 40 and most of his entire front section, primarily his once glistening, silver buffers now dented and bashed.

Wellsworth was in a state of confusion and delay. Some breakdown cranes were called in to lift Class 40 onto a flatbed and brought to the Dieselworks. This took up a lot of space, along with what was left of Diesel's goods train waiting to be picked up. Class 40 was not happy at all. Whoever caused this runaway destroyed his precious buffers. He began seething with rage when he spotted Diesel shunting into his goods train. Diesel tried to not give himself away, but Class 40 could see him clear as day, especially when the cranes dangled him above his tracks.

"YOU!" Class 40 cried. "You did this?!"

"It wasn't me!" Diesel protested. "Those silly trucks wouldn't stop misbehaving!"

"Look what you've done to me! My poor buffers will _never_ shine the same way again! I'll have to get them…" He paused, dramatically. "Replaced!"

Diesel smiled, coyly. "Uhh, Oops?"

"No amount of polish and repair can bring out the same silvery sparkle. _This_ is the end of my prime as I know it!"

Diesel didn't want to spend anymore time here than he has. He thought of an excuse to allude Class 40 and his aggressive threats; a rather half-baked, poor attempt to at least.

"You will pay for bringing this accursed calamity upon me, Diesel-"

"Oh, what's that, Mr. Gisborne?! You want me to stop fooling around and get back to work?!" He chuckled, nervously. "No problem, Sir! Always happy to be useful. Off I go!"

He tooted his horn and took off to finish his delivery, leaving Class 40 to wallow in his self-pity as he's lowered onto the flatbed. Class 40 looked around and saw Mr. Gisborne was nowhere in sight. No passengers on either station platform looked even remotely like Director Gisborne. Diesel only needed something to scuttled away from his wrath, which only added to Class 40's frustration.

* * *

After dropping off whats left of his goods train, Diesel went to find another job. He couldn't help but think about the Crystal Race again; how his teammates, the Shadowbolts, nearly had him kicked off for disassembling the Wondercolt's downhill karts. His lackluster skills were another added factor for their desire to remove him. He would've been out of the games for sure, but their principal issued they were too late to remove and replace members at this point. The Shadowbolts were stuck with Diesel whether anyone liked it or not.

He was still peeved at his teammates though. But it wasn't his impotent contribution to the Shadowbolts that concerned him. Thomas and the other steamies were a head of the Shadowbolts. Tomorrow's final event will determine the game's winner. Diesel scrambled to think of a clever scheme in order to win. But his last attempt nearly got him permanently kicked off. He had to be extra careful. But how could he beat the Wondercolts? How will Adagio respond if he ends up losing? She surely wouldn't grant him the honor of diesel leader then. No engines brought before her willingly, no bestowed hierarchy status to truly officiate his control over all his like-minded peers. Diesel's still singular motive was to make sure he at least earned what he's been after since the start.

Pulling into Harwick Station, Diesel saw Daisy the Diesel Railcar parked between two station platforms. This perked him up again as he parked along a platform next to her. Upon doing so, Diesel released a puff of black smoke from his exhaust. Some passengers were disembarking when Diesel's emissions began wafting the platform. This made them cough and wave the smoke away.

"I say," A passenger complained, "these confounded stations are just riddled with smog!"

"Honestly!" Another complained. "This has to fall under some kind of health hazard."

Diesel didn't pay much notice to this. He was just happy to speak with his friend Daisy, which was quite the opposite on her end upon noticing him.

"Hello, Daisy!" He greeted, happily.

"Oh," She responded, Apathetically. "Hello, Diesel."

"Isn't this Railway much nicer now with just us diesels working here? Who'd a thought we'd finally get our way, eh?"

"I suppose."

Daisy barely made contact and didn't sound interested in talking to him further. This confused Diesel.

"Um, everything alright, Daisy?"

"Oh, everything _was_ fine until you pulled up."

"What does that mean?"

"It means my day is now ruined thanks to your bothersome presence."

A flabbergasted Diesel felt hurt. He didn't understand at first why Daisy was acting all mean towards him specifically. His face became red.

"B-bu-but I don't get it. You said we could be friends if I'm not being bumpy or rude. And I haven't done any of that… eh, not lately at least."

A while back, him and Daisy had a difficult time becoming friends. Ever since they patched up their differences, Diesel was under the assumption that they were both now good friends. But Daisy's boastful insults said otherwise.

"I am a highly sprung diesel railcar. Smooth and clean. You're just a smelly, old, ghastly diesel shunter. Vastly inferior, and dépassé by yours vraiment."

Everything she said struck a chord in the worst ways with each insult thrown at Diesel, despite not understanding half the words she used. Her unapologetic cold shoulder was enough to get the message across.

"Why would I ever be friends with such a dirty, roughhousing, and insignificant little engine like yourself; When being unique and oh so magnifique is all I ever need."

Daisy blew her horn at took off without saying another word. Not even a goodbye. Diesel was absolutely speechless. Most importantly, he was heartbroken. How could Daisy say those things? He knew this must've been Adagio's enchantment, but Diesel still thought somehow that him and Daisy would still be much closer friends when Sodor became theirs. It seemed Daisy didn't think the same. Despite his hurt feelings, Diesel wouldn't let her or any passenger know it.

"Oh yeah?! Well, f-fine! Who needs some stuck-up old railcar as a friend anyways?! I've got plenty of other friends who still respect me!"

Exhausting smoke out of anger, Diesel rode off, leaving a trail of itchy, black smoke to cloud Harwick Station and choke on the passenger's dry coughing.

* * *

Arriving at Brendam Docks, Diesel was still sulking about Daisy's harsh insults, and tried not to let it or his former friendship get to him. Cranky the Crane was trying to load cargo into an empty truck, but the two identical diesel shunters, 'Arry & Bert, kept biffing it back and forth to one another. Just when the cargo could be loaded, Bert or 'Arry would push it away and vice versa, nearly knocking the hitched plank over and making it difficult for Cranky to do his job each time.

"Hold still why don't you?!" Cranky said, impatiently.

This only made 'Arry & Bert laugh and chortle at Cranky's frustrated dismay. Diesel saw this going on and tried to chipper up again. The two looked like they were enjoying themselves, which was something Diesel felt he greatly needed right about now. He always felt better about himself after messing around with 'Arry & Bert. And if any engine on this Island would listen to him, it'd be those two. So, Diesel rolled up beside 'Arry, cutting in on the twin's chortling.

"That looks like fun! Pass it off to me next, Bert!"

"You got it, Diesel!" Bert laughed.

Just when Cranky could lower his cargo, Bert pushed the truck away and passed it on to Diesel. He caught the truck and pushed it back to Bert right as the cargo was about to be loaded. This went on and on with Bert passing it onto 'Arry, then back to Bert, then Diesel, then Bert again. Cranky's arm couldn't keep up, which began to anger him even more.

"Diesel!" Cranky complained. "Cut that out!"

"Oh, Cranky," He teased. "Is your head stuck up in the clouds?"

'Arry chuckled. "Good one, Diesel!"

Diesel pushed the truck again, this time hitting Cranky's cargo, which unhitched from his hook and crashed onto the rails and creating a mess. The three diesels laughed and trundled away before Cranky or the Dock Manager could excessively chide their misbehavior.

The three diesels rode side by side through the mainline still laughing over Cranky and the game they played with him. Diesel was having lots of fun now. This was definitely something he needed to clear his head. He kept the streak going by sticking with 'Arry & Bert, who were conducting another idea in their radiators.

"What game do you lads want to play next?" He asked.

"Let's play bump goes the diesel!" Bert suggested.

"Good idea," 'Arry said. "I'll start first."

'Arry tooted his horn and charged straight into Bert. The two diesels laughed as Bert jolted forward rocking back and forth on his chassis.

"My turn!" Diesel announced.

He veered through some points and immediately reversed back into 'Arry, giving him a jolt and a good laugh.

The three diesels continued this game straight on through the mainline; sometimes obstructing and blocking other trains that needed to pass. But they only laughed and teased the bigger diesels as they kept on biffing and thumping each other back and forth and delaying other trains. Diesel had forgotten to be upset about anything and kept on having fun with his friends. They began kicking it up a notch by ramming into and pushing one another back far enough to send them gliding down the tracks and coming to a teetering halt. 'Arry was the first to try this on Bert, which immediately exhilarated the two. They kept at it while Diesel waited anxiously for his turn. He hardly paid much notice to their increasing aggression.

'Arry then rammed into Diesel next, who was surprised by the sudden jolt. He pushed Diesel faster and farther, not slowing down or holding back. This made Diesel nervous.

"Oh-Okay, 'Arry!" He laughed, nervously. "That's far enough."

Then there was trouble. Up ahead was a safety barrier with two blinking yellow lights. The tracks behind them were cautioning engines to avoid a line of bumpy and broken tracks with a loose rail that sprung up without anyone's knowledge. Diesel yelled and applied his brakes to try and stop himself. He managed to slow down, but 'Arry kept on pushing and ignoring Diesel's warning. 'Arry even tried increasing his speed when he began slowing down.

"'Arry, stop! Stop!"

But he didn't. 'Arry finally built up enough speed to send Diesel sailing across the track. And before either engine knew, Diesel wobbled over the bumpy tracks, clipped on the loose rail, and came flying off completely. He crashed onto the grass and piled up on some dirt which banked his landing after sliding to a stop. Diesel laid on his side moaning in pain. The near wipe out had nearly dazed him.

'Arry & Bert, on the other hand, were having a good laugh over Diesel's accident. And to Diesel's surprise, they were about to leave him behind, without checking on him or assuring they'll be back with some help. The two almost took off until Diesel got their attention.

"Hey!" He called. "Where do you two think you're going? You have to put me back on the tracks."

"Uh, no, we don't," 'Arry said.

"Yah," Bert agreed. "Besides, 'Arry and I have to get back to work. We've fooled around long enough as is."

"You will do no such thing until you fetch me a crane at once!" Diesel fussed.

"You're not the boss of us," 'Arry argued. "Mr. Gisborne's the one who gives us orders."

"Or his engine too. She can be pretty scary," Bert said. "Along with that pink steamie. That engine's not normal."

"Agreed! You'll just have to wait for someone else to come along. If they come along at all."

"Yah!" Bert chuckled. "'Cause we ain't doing nothing!"

'Arry and Bert laughed and coughed as they took off again, chanting Diesel's signature 'rough and tough' motif all the while. Diesel became frightened. He didn't want to be left alone off the tracks. But the two diesels didn't care how he felt.

"I can't wait that long!" Diesel called, desperately. "Come back! You can't just leave me here! Get back here, now!"

But the two wouldn't listen, and carried on no matter how much Diesel called to them. Why didn't they listen? 'Arry and Bert should've done what he said. But they didn't. They treated Diesel like he was no more than just another engine among their ranks. Diesel was left to lie on the grassy earth, waiting for any diesel to come around and save him. He wondered how long it would take for someone to notice he was gone, or for someone to pass by and spot him in his wreck.

Just then, Mavis came passing by with Rocky the Crane. She was still a bit beat up from the Quarry, but the engineers managed to fix her generator on time to get back to work again. There were still a few bumps and dents visible on her generator, along with some sticky pastry that hasn't been completely washed out yet. Diesel was over the moon when he heard Mavis and Rocky approaching.

"Mavis!" He cried, happily. "Oh, thank heavens! I knew you'd come for me."

But Mavis simply glared as she slowed to get a look at Diesel's predicament.

"Get Rocky to put me back on the tracks quickly."

"This crane isn't for you," She said, harshly. "Those girls derailed a bunch more diesels sent to take Henry to the docks. Now they've gone and snagged another steamie."

"But… but it'll only take a few-" Diesel was interrupted.

"I'm not wasting time on you when there a more important engines needing assistance. Just wait till another crane's available. Assuming those steamies haven't caused more trouble."

Diesel was flabbergasted all over again. Even Mavis wanted nothing to do with him. She expressed no remorse for Diesel even as he frantically tried reaching out for her to help.

"No!" He whimpered. "Wait, Mavis! You're suppose to be helpful. Don't leave me all alone. Please!"

Mavis ignored all of Diesel's desperate cries, and oiled pompously past him without a second thought. Diesel watched Mavis and Rocky disappear from his peripheral view. He couldn't do or say anything to make her come back. Diesel was in full panic. The thought of staying derailed beside the line again dug a dreadful pit in his soul. He didn't want to spend another second off the tracks. He had places to be tomorrow, important jobs to get done. But not seeing a single diesel arriving on scene and not listening to his echoing cries worsened his fears as the day came close to an end.

"Somebody! Anybody! HELP!"

Diesel spent all night laying on his side with nothing and nobody to accompany him other than the green mist of negative energy fogging his lonesome surrounding. Nobody seemed to care for Diesel enough to want to stop and help. Bigger diesel engines would come thundering by with their train behind, often not noticing or looking down at the little, derailed diesel with no effort to worry over his predicament. Diesel sat cold and miserable all throughout the night. Nobody was coming for him; nobody even who remotely considered him a useful engine.

* * *

At last, the next morning finally came with the dawn of a new day. Dennis arrived with Rocky the Crane to help a demoralized Diesel still laying in a banked wreck. Rocky worked to get him back on track. And soon enough, Diesel's wheels met the rails again. But he was too tired and dispirited to be relieved. Diesel had a lot of time to think about how the diesels on this Island were treating him. It was clear that nobody had gotten behind his self-appointed leadership status. Only Adagio Dazzle can really make it official. But she gave him orders to bring the steam engines to her after winning the Crystal Race. However, despite the last race taking place later today, Diesel had finally lost all patience and had enough of being pushed around and doing her dirty work. He wanted to be in control now more than ever. No diesel was ever going to listen to him if it's not made official. Diesel had to make it so, one way or another.

Diesel arrived at the Dieselworks, still covered in dirty splotches all over the right side of his radiator. But Diesel hardly cared much. He was too busy fuming as he entered the busy junction with gritted teeth and a twitching eye. Many diesels were just finishing up their repairs from the day before. They haven't been receiving too much damage as of late, so it was easier to touch up one diesel then quickly move on to the next. Still, Den & Dart had to work hard to streamline each engine's repairs. They worked on diesels that needed maintenance the most and saved the less severe for last. Which meant a glooming Class 40 had to wait for his new, bulky, yellow and black bufferbeam to be adjusted.

Diesel found Adagio Dazzle approaching him from the same line. The two stopped inches from each other's buffers. But before Diesel could complain, Adagio began to chuckle from inspecting his dirty appearance. This only angered Diesel and made him feel silly.

"It's not funny," He grumbled.

"Oh, gosh!" She said, sarcastically. "Whatever happened to you? It looks like those Girls really dragged you across the plains."

"This wasn't their work." Diesel tried remaining calm but blew it at the end. "It was 'Arry & Bert who did it!"

Adagio gave him no time to finish as she interrupted with another laugh. She found Diesel's miserable looking appearance amusing. But Diesel didn't like being teased.

"Stop laughing at me!" He complained.

"How pathetic," she smiled, tauntingly. "At least you gave me something to laugh at."

"Well I'm glad your happy. Because I'm not!"

"So, what? You want me to put them in a time out or something?"

"What I want you to put upon is _me_ in charge of all diesels, right now!"

Adagio groaned and rolled her eyes at the reminder.

She'd almost forgotten Diesel was still expecting her to put him in charge of every diesel. Adagio had a lot on her plate. Two steam engines have escaped in just under two days, and she was still waiting on any sort of progress down at the Blue Mountain Quarry regarding the Silver Sparkles. But one thing she was confident about was that her rise to power was nearing completion. Even if the Girls haven't been producing much for her to consume, she already gained enough to spellbound every single engine on Sodor. And the batch she received from their rescue was more beneficial than she initially anticipated. She could complete her full-scale invasion right now if she decided. There was no need for Sir Topham Hatt's steam engines or the Girls to be on Sodor anymore, not unless she could spellbind each and everyone one of them to her will as well. An idea, she highly considered.

"I don't care if that Crystal Race ends today," He explained. "I've had it with all these silly diesels treating me like I'm noting. Make Gisborne give his control to me and make their boss instead already! Please, Adagio. I've done everything you asked."

But Adagio had a confession to make. She already stomped all pretenses with Gerard Gisborne. Now Diesel was next.

"Right. See, about that, I don't have to do anything, because you won't be leading anybody."

Then she casually blew her whistle and reversed back. Diesel thought he didn't hear her right. It too him a second or two to really process what she said. What Adagio joking around? Was this another test? Any answer had to be more acceptable than what he heard.

"Uh… come again?"

She stopped in her place and stared back at a confused Diesel droning closer to meet her.

"I thought you were going to make me head diesel?"

"Don't you see? I lied. I was never going to give you control. Engines and people alike are to adore me! That's how it was always going to be."

Diesel could hardly get his words out he was so flabbergasted by this massive drop in weight.

"But… Bu-but-I-"

"Did you honestly think I'd let you command these dimwitted machines when you yourself are barley competent for such an undertaking?" She chuckled, pompously, "Talk about blind ambition."

A series of emotions flushed through Diesel's cooling system. Anger, betrayal, frustration, exhaustion, absolute shock. Everything he'd been building upon came crashing down on top of him. Diesel couldn't believe it. Adagio was only using him this whole time. But why? What could she have possibly gained from doing all this? Did she even really need the escaped steamies back on Sodor? He felt his generator was about to combust.

"You… you… used to me? How could you! I was going to have it all! We could've ruled them together! You said so! Why! Why did you put me though all that silly nonsense!"

But Adagio simply cackled in her sinister laugh. Diesel was extra confused, but still impatient.

"All I needed was someone foolish enough to keep minor distractions at bay. And you were the most willing. Besides, this was much more amusing. Believing some complete stranger with magical abilities will grant something so extraordinary you'd go the extra mile just to achieve absolutely _nothing_ in the end."

Diesel was completely speechless. After everything he did to meet her demands, in the end, he was never going to get the respect and control he'd been putting up so much just to achieve. Diesel bared the meanest glare he'd ever given anyone or anything in his life.

"Aww! Now don't give me that. I did mean what I said earlier. You do have that to take pride in. Which is why I'll say once again with upmost sincerity," Adagio Dazzle smirked with a condescending tone, "Thank you, Diesel, for giving me something to laugh at."

And on that, Adagio blew her whistle again and began backing up towards the main Dieselworks building.

Diesel stayed parked in place, straining from all the anger building up inside him. Things began rising to a boiling point. His face was red with rage and embarrassment. He was nothing but another lacky to her and her conquest. This indeed made him feel foolish. Is he really going to get nothing from this? One thing he promised himself while lying on the grass over night was to claim what he's been hunting for. And he had no intentions of leaving this empty handed.

Adagio continued puffing backwards feeling proud of herself. But she was completely cut off guard when Diesel came prowling towards and ramming straight into her buffers, giving her an unexpected jolt. Diesel panted a heavy breath.

"I did not look like a fool in front of thousands of people, to almost get kicked from the Shadowbolts, and for those silly steamies to think they're better than me just to have some make believe magic user take away what's rightfully mine!"

Before she could do anything, Diesel charged in for another bash, and kept at with each outcry.

"Now, GIVE! ME! WHAT'S MINE!"

She moved back just before Diesel could finish his last bash. He opened his eyes and saw a scowling Adagio with her pure red lantern glowing in a blinding light. Then two diesel locomotives pulled up next to her, both looking just as mean and intimidating. Diesel chuckled, sheepishly, but became surprised when more began gathering around him and Adagio. From all directions, many diesels converged onto the two engines. They were headed straight to or made their way towards a now nervous Diesel. He looked around and gasped at all the diesels closing in slowly with malicious intent, glaring right at him with their green, glowing eyes, eerily similar to Adagio's still radiating the brightest.

They were all being ordered to put an end to Diesel's defiance, one he himself and Adagio inflicted on Mavis and other nonconforming engines when they too showed signs of resilience.

Sensing his odds weren't great, Diesel gave one last nervous grin before frantically reversing backwards in a cloud of black smoke. Several diesel locomotives tried to block his escape by buffing their buffers over his line. But Diesel managed to quickly dodge each barricade before trapping him, and scuttled away from the Dieselworks unscathed but not out of the clear.

Adagio Dazzle continued scowling as her red lantern glistened to its blinding core. The two diesels beside her, Deltic and Spluts, began charging after Diesel with more trailing past her. Every engine at the Dieselworks and all over Sodor took off in single files to chase after, and inflict Diesel with every ounce of negative influence to re-indoctrinate him among the Siren's ever-growing, hate-fueled army.

Diesel raced past the billboard sign for the Dieselworks. Just when he thought things couldn't get worse, his anxiety kicked up a notch when right in front of him were rows and rows of diesel engines thundering towards him. A near army of many sizes, shapes, and diesel classes raced straight towards him with more trailing behind one another and joining the pack. Diesel screamed and frantically picked up speed. He tried hurrying his wheels fast back as far away as possible. But there were too many diesels to count and too many were already catching up. Plenty of diesels he knew where apart of this pack. Sidney, Norman, Mavis, 'Arry, Bert, all maliciously in hot pursuit. Diesel was too afraid to gaze back at this frightening sight.

Soon someone managed to catch up and bump into Diesel with a jolt. Diesel saw who it was, leaving him stunned beyond words. Only one escaped his horrified mouth.

"Paxton?!"

"All! Hail! Adagio!" Was all he announced.

Her spell has even reached Paxton. This surprised Diesel the most. Paxton gave another bump and sent him flying back. But Diesel stayed on track, now struggling to escape another former friend and the growing number of diesel engines looking to give him an impactful push while chanting to Paxton's preach. He didn't know how long he could keep this up for. How long will it be before he runs out of places to hide or fuel to get away? There was no way he was falling under her spell just as far as everyone he knew has. So, Diesel kept racing away, desperately hoping to find somewhere to hide.

* * *

Meanwhile, Twilight Sparkle and Spike arrived at a coal hopper with three empty trucks and one filled with coal. It was close to a siding that led into a branch line covered and blocked by trees and foliage that darkened the path. They lined their empty trucks underneath the chute. Twilight then used her telekinetic magic to wrap the chain in a purple, sparkly aura and yanked it down. Both anticipated for something, even a just a few drops. But nothing came out. Only a cloud of powder was all it coughed up.

"Still nothing," She sighed, irritably.

"Maybe the Twins already scavenged this one?" Spike assumed.

"Possibly. Let's try looking for one more hopper before regrouping with everyone."

She tooted her whistle and took off again. Spike rode behind their trucks to keep a look out for any unwelcomed surprises that could pop up out of nowhere. Twilight did the same as she busily surveyed her surroundings. Looking ahead, she saw Devious Diesel charging towards her faster than she could apply her brakes.

Twilight gasped. "It's Diesel!"

Spike was horrified. "Uh-oh! What are we gonna do?"

A red-faced Diesel was huffing and puffing on his last fumes. Twilight determinedly readied herself and began backing away. But Diesel quickly caught up and nearly bashed into her buffers before stopping in place himself.

"Twilight! Twilight! Oh, thank goodness! Twilight!" He whimpered. "You have to help me!"

Twilight was beyond confused. "Help you? What are you talking about-"

Reverberating air horns echoed close by, startling Twilight and Spike and frightening Diesel the most.

"Ahh!" He screamed. "Here they come!"

Without warning, Diesel biffed his buffers into Twilight's and began pushing her and Spike, much to their annoyance.

"Wait, Diesel!"

They crossed over points that took them into the willow covered branch line not far from the coal hopper. The three of them rolled in as far as possible before coming to a stop. Twilight and Spike were in need of answers.

"What did you do that for?!" She fussed.

He hushed her immediately, as droning engine sounds came creeping in. Twilight gasped when a few diesel silhouettes parked on the other side behind the thickets. Her and Spike did as Diesel told and kept their mouths shut. They stood there for a while, sitting almost straight across from potential danger, cut off only by a thick batch of trees blocking them from being seen. One asked if they should check the siding, but another insisted that it didn't go anywhere. All three remained silent on the shaded branch line. Twilight looked to Diesel with his eyes shut tight and not making a peep. Seeing him in such a distressed state only added to her confusion. Was he being chased by them? What did he do to warrant that? Finally, the diesels honked their horns and took off.

"I think they're gone now," Twilight whispered.

Diesel slowly opened his eyes to check then breathed a sigh of relieve. But this didn't alleviate Twilight and Spike's pressing and suspicious questions to his sudden shift in change.

"Phew! Heh, that was close."

"What in the world has gotten into you?" Twilight inquired.

Now that he had space to vent, Diesel blew black smoke from his exhaust in anger and grumbled.

"Dohh! That silly Siren was using me this whole time! She promised to make me the lead diesel, but she only needed me to do her dirty work."

Twilight was unimpressed.

"Really? That's why you've been harassing our friends back home? So that you can become some head diesel honcho?"

"What did you expect from someone who feeds on negativity and uses it to control people?" Spike added.

"Never mind that! That's why I'm asking you and your friends to get rid of her!"

She arched a confused brow. "You-I, what?"

"You know, shoot her with rainbow lasers, sprinkle her with sparkling glitter, sing some hippy-dippy kumbaya song, I don't care! Just make sure she's gone so those silly diesels will obey me instead."

Twilight shot him with a judgmental glare.

"Diesel," she spoke, rationally, "getting rid of the Siren won't make anyone obey you. That's no way to establish any kind of leadership. It's more like a dictatorship if anything."

"I'll say," Spike commented.

"Oh, please. What would some frilly, magic girl know about any of that?"

Twilight looked downcast. "A lot more than I would've liked to before coming here."

Diesel himself raised a questionable brow, along with Spike, worrying about his owner. Twilight thought about the things she overcame and struggled with during her stay.

"Then again, maybe I did know what I could've done all along. I found the footing I needed to step up my game, but I was too busy trying to solve everyone else's problem that I almost forgot to solve my own and... lead by example."

She rifled through all the encouraging words and advice her friends would pass down to her during this whole trip. She thought about Sunset Shimmer's enduring support, Spike's belief in her and all their friends, Edward's unwavering optimism, and most importantly, every one of her friends standing beside her through thick and thin, following Twilight and Sunset's own encouragement, belief, and hope in accomplishing what they've all set out and succeeded in doing. It was then Twilight began to see the answers all clearly now. Leadership wasn't something to master for herself. It was something she could share and pass onto others. Looking back on what each of her friends had already accomplished because of her help, perhaps she already did.

Knowing this, Twilight Sparkle stared back at Diesel with more assurance in herself than ever before.

"If there's one thing I'll always take away from this adventure, its that a true leader doesn't force others to bow before her, but by inspiring them to stand _with_ her, so they can follow in footsteps, and leave behind their own mark."

It was there, taking in Twilight's eye-opening affirmation, that everything about what she said began to open up a new perspective to Diesel, one he never knew possible or bothered to consider at all. Lead by example? Was cheating in a charity event, forcing dominance on other engines, and demanding ever diesel do as he said not the way to lead by example? Suddenly, her advice started to make sense to Diesel, even if he didn't know fully why yet. But looking back on all his decision, it was clear as day that he was far from Twilight Sparkle's ideals.

"So, trying to win a charity run in order to banish my friends from their home so a magical Siren can enable you to boss around a couple of diesels doesn't exactly fall under the same umbrella."

"Oh… I see."

Having been told this, Diesel became guilt ridden and saddened by his actions. All he wanted was for people to listen and respect him. Many engines aren't always nice to Diesel, so he saw no point in being nice to them. The only way he saw to change that, was to put himself above them. But that wasn't the answer either. And now plenty of people were either hurt or in danger because of him. And all this time, Diesel thought he didn't care that much about anyone's well-being; when doing so would've given him a lot more respect.

Then, sadly but surly, Diesel reversed out of the branchline and back on the mainline. Twilight followed cautiously as she met with Diesel, who had moved out of the way to clear a path for her and Spike.

"Go," He offered, dejectedly. "Before anyone spots you."

Twilight and Spike were surprised. Instead of trying to fight or turn them over, Diesel was allowing them to escape.

"I don't like this, Twilight," Spike said. "He could still be under her spell."

"It's okay, Spike," She assured, calmly. "I think he means well this time. Diesel, I do hope you find it in you to do what's right in light of this. Please, don't bring my friends back just to send them away. That would just be awful."

A troubled Diesel looked back at her upon hearing this, and listened to Twilight's harsh but kind attempt to alleviate his qualms.

"But if being a leader is really what you want, then your approach needs to change. If you still can't reach it, then you're the one who needs to change."

Twilight Sparkle blew her whistle and chuffed away with Spike and their trucks of coal. Diesel waited until the two were completely gone, then exhaled a downcast sigh. Was Twilight Sparkle right? Maybe he wasn't cut out to be what he wanted.

Now he didn't know what to do or what he wanted anymore. He certainly couldn't stay on Sodor anymore what with Adagio and the diesel all hunting him down now. His only other option was to head back to Crystal Prep Academy, and get himself ready for the Crystal Race's final event. But with no need to bring Thomas and his friends back home to leave Sodor forever, what was the point? Diesel honked his horn and left to find the Magic Buffers anyways, droning off in a slow, dejected pace with a doubt filled, remorseful state of mind.

* * *

 **To Be Continued.**


	33. Chapter 32: Fame & Misfortune

**It's the final event of the Crystal Race! Who will win; Wondercolts or Shadowbolts?** **The engine's chances they've have waited for has finally arrived. But h** **ow will Thomas' strange behavior and conflicting thoughts affect those chances of alluding Diesel's self indulgent deal, and approval from the Shadowbolts and everyone alike to accept them as adaptable people?**

* * *

 **Thomas & Equestria Girls 2:  
Adventures From Sodor!**

 **Chapter 32: Fame & Misfortune**

Students and faculty members from Canterlot High and Crystal Prep Academy all arrived at CPA's courtyard, gathering and heading towards their separate bleachers. Both schools sat on opposite ends in small, stadium bleachers facing CPA's entrance along the walkway, and a broadcasting station with six large monitors positioned for each side to view. Work was being prepped to make sure the technicalities were fully functioning while more and more visitors from outside CHS or CPA arrived to cheer for their favorite team.

For at last, the Crystal Race's final event was now taking place. Many visitors brought their children, who all mostly wore Thomas themed clothes and other products they held tight as they quickly crowded Crystal Prep's courtyard. The audience was much bigger than previous events, and much more riled up and ready for another exhilarating event.

Everyone was excited. Everyone except the Wondercolts and Shadowbolts. They were still in a rut over this morning's feud between one or two teammates from each side.

While waiting for the games to begin, people continued setting up broadcasting by finishing up monitoring their cameras. CPA had many cameras planted along ceiling corners inside many different classrooms to showcase the main event for audiences outside to watch. But there was a technical problem. One of the cameras wasn't connected properly and so couldn't capture one classroom through it's glitched statics. They didn't have time to fix this error, so they began broadcasting Principal Cadance and Shining Armor, now appearing on all four TV monitors.

"Hello and welcome everyone to the Crystal Race's final event!" Cadance announced.

Her and Shining Armor were seated inside a light blue room with microphones and headsets on. Audiences rounded out another applause with excitement.

"It has been an honor hosting for the Crystal Race this last week with everyone here," Cadance continued. "As today truly marks a momentous milestone."

"Yes, In deed, Principal Cadance," Shining Armor agreed. "Why don't we tell the folks watching why that is?"

"With the help of Canterlot High and our wonderful donors, Crystal Prep Academy managed to gain at least double our initial goal for improved, educational institutions all across Canterlot City!"

"And while that may be in part of an unexpected celebrity hiding among the Wondercolts, I too am honored to have been apart of such a fulfilling charity run."

"I couldn't agree more, Shining Armor," She smiled.

Meeting up by the school's gates triggered a round of applause from everyone upon the Wondercolts and Shadowbolt's appearance. Even some CPA students showed the Wondercolts some support. This helped encourage some of them wave back and accept everyone's praise. Edward sat up in one of Canterlot High's bleachers, with Juniper Montage eventually arriving just on time, taking a seat next to him and cheering just as loud for their friends. The Engines especially welcomed this. They needed a well-rounded confidence boost to push through arguably the Crystal Race's most important event. Gordon, James, Percy, Toby and Emily waved to everyone on Canterlot High's side. Sunny Flare, Sour Sweet, Sugarcoat, Lemon Zest, and Indigo Zap didn't respond much but still humbly welcomed Crystal Prep's much more energized than normal rally calls. They didn't evoke much energy, knowing their school was most positively already the successors, but were still on board as everyone else.

"Hey Wondercolts!"

The engines all looked over to Indigo Zap, approaching and stopping in front of James specifically. She was joined by Sunny Flare, Sugarcoat, and Lemon Zest. The other engines stood behind James as well and returned wary looks to their competitors. But then, Indigo Zap beamed with intent. She held her left arm angled out with a wide-open palm.

"Good luck out there!"

This made James smile in return. The two then locked hands in an arm wrestling-esc grip.

"And to you too Shadowbolts! May the best person win."

From up in the crowds, Edward noticed that both teams were short one member.

"Wait! Where's Thomas and Diesel?" Edward asked Juniper. "The race is about to begin."

"Don't worry," Juniper assured. "Thomas will make it. 'Least I hope so."

"Oh? How's he holding up?"

Juniper sighed. "Not good. It wasn't easy getting through to him. Thomas _really_ didn't want to participate. And he still won't tell us why."

Then she gasped and pointed eagerly back at the gates.

"There he is!"

Approaching the starting line was Thomas himself. Crowds became even more rowdy as soon as he appeared. Children, students, parents, and adults alike chanted his name in perfect unison. But Thomas didn't respond much like he did with his fans at Canterlot Mall. Instead, he walked over to his friends with a head hung low. The Shadowbolts were repulsed over his chanted name.

The other engines had been worried over whether or not he was going to show at all and were relieved just to see him. But Thomas was none the more enthusiastic as he was this morning after his failed apology to Sour Sweet. None of the engines still had any idea what exchange they had or what about it that made Thomas so upset.

"That was cutting it too close," Gordon said. "But thankfully you managed to arrive when you did at least."

"Everything okay now, Thomas?" Emily asked.

"Are you feeling any better?" Percy asked.

His friends hopped Thomas would be feeling somewhat better. But seeing his same down in the dumps frown and hesitance to respond told them otherwise.

"I-I will… I hope," He said, hugging his arm reluctantly. He lets out a sad sigh, "Let's just get this over with."

"But what did Sour Sweet say to make you leave, Thomas?" Percy asked.

"Do you need a minute before we begin?" Emily suggested.

"Let's worry about it later," Toby said. "There'll be plenty of time to wonder about that once Diesel's deal is taken care of."

The other engines could tell much couldn't be done to cheer Thomas up. So, they decided not to bother him to avoid upsetting him further. The Wondercolts had more pressing matters to confront today. A lot was riding on this simple game of Capture the Flag. They tried to convey this same determination onto Thomas, but he simply didn't reciprocate their encouragement much.

Sour Sweet wasn't fairing any better either. She was the most bitter out of the two. The Shadowbolts noticed this and found Sour Sweet sulking to herself with arms crossed.

"Uhh, Sour Sweet?" Sunny Flare inquired. "Are you good to go or-?"

"Oh, don't worry about me," She said, sweetly while waving her arm in a fist. "I'll be just fine!" Then she turned sour, "at least once these stupid games are finally over."

"Really?" Lemon Zest asked, innocently. "'Cause you looked kinda mad after you and -"

"Do you girls still wanna win or not?" She interrupted and spoke sweetly. "No? Gr-eat! Then let's forfeit this race and chat all about my feelings instead."

But neither of them agreed to that notion. They were not about to forfeit now. But no matter how much they tried to comfort her, Sour Sweet refused any and all of her friend's attempts to do so. The Shadowbolts didn't objected to her visible doubts and headstrong aggression after that. So, Sour Sweet continued avoiding any direct mention or reminder of this morning herself by keeping her mind on the game.

"I'll be fine just as long as we keep our heads in the games where they should be."

Just then, Diesel finally showed up, pacing into the Courtyard after CPA's bus dropped him off by the front gates. He met up with the Shadowbolts, none of which were too happy to see him or his late arrival.

"And just where have you been?" Sour Sweet asked, bitterly.

"Sorry, everyone," Diesel said, earnestly. "I got, uh, held up by work."

Sour Sweet then approached and scolded Diesel face to face.

"Did you somehow forget this is our last race? A-k-a, our last chance to come out as victors. There's no more room for whatever you've got cooking in that dome of yours, Diesel. So, don't you dare mess this up for us! Or else."

"Plus, the sooner we win," Sunny Flare added, "the sooner you're booted off the Shadowbolts. This time for sure."

The other girls all collectively agreed. Diesel sighed and slouched, miserably.

"Right. Of course. I-I'll do my best not to let anyone down."

Much like her friends, Sour Sweet expected Diesel to rebuttal and throw another fit. But instead, his solemn silence had nothing more to say. She eyed him suspiciously before turning away.

"Well… Great. Finally, something I can work with."

But Sour Sweet didn't pay any more notice to his sudden change in demeanor and stormed back to her spot. The other girls picked up on this however, as Diesel dragged himself slowly past them and their disapproving glares.

"What?" Sugarcoat judged. "No conniving remarks about your superiority complex or demands for our reverence?"

But Diesel didn't respond and continued slugging on with his own thoughts in a rut. This made Sugarcoat and the rest confused. She looked to Lemon Zest with an arched brow, but she only responded with shrugged arms. What happened to the complaining, conniving Diesel; or the Diesel who sniveled his way out of getting into trouble? He'd almost looked pretty contempt to leave on his own whims if he had his way.

After the coach went over the rules, Cadance and Shining Armor began their broadcast again.

"Today's event will ultimately be determined by the most flags in a team's possession," Cadance announced. "Ten of their school's pennants have been hidden inside Crystal Prep Academy. But the first team to collect only six for each member and bring them back wins."

"So, both Colts and Bolts had better check every corner in a precise and timely manner," Shining Armor added. "Otherwise, its a hard-earned zero for whoever's side comes out one flag short."

"Though the Shadowbolts may have an advantage, I was informed that the Wondercolts have been properly updated on CPA's interior layout. Now both fields are set in motion."

"And now, the event everyone's been waiting for will finally commence! Let's end off the Crystal Race with one last enthralling challenge folks won't forget!"

Shining Armor's calls rallied the people more and more. Band members from CPA and CHS played their music while the Wondercolts and Shadowbolts got into their respective position by crouching down in a running stance. Thomas took the middle with Percy, James, Gordon, Emily, and Toby lined up to his left. Diesel took the middle as well, with Sunny Flare, Sugarcoat, Lemon Zest, Indigo Zap, and Sour Sweet all lined up next to him on his right.

Suddenly, it dawned on the engines, standing in front of the school's walkaway with thousands of upon thousands of people chanting and calling their names, sporting their team's name, colors, and pride. This was it. They've made it all the way to the game's end. If they win the Crystal Race, then Diesel won't have to banish them from Sodor, not that they'd ever allow that. On the other hand, this was also a prime opportunity to really prove themselves adaptable as people. Now there was an added pressure not only to prevent themselves from losing, but by proving they could compete in a race the engines were told they wouldn't last very long in. And yet here they were, standing next to their competitors about to race into CPA and collect six of their school's corresponding pennants. If there was any effort the engines hadn't been utilizing before, they were most certainly about dust them off for this exact occasion.

"We can't afford to lose this one," James said. "It's all or nothing, everyone."

The other engines agreed and built up their confidence.

"Show them what we're made of, girls!" Indigo Zap passed along.

The Shadowbolts were all good to go.

The only two that didn't quite have their heads in the game were Thomas and Diesel. Both were still bothered with their own unresolved issues. Thomas couldn't stop thinking about what Sour Sweet told him. Him and this world's cartoon version of Sodor aren't apparently the same as how they started out before; how their attempts at appealing to modern audiences only stripped away what made him and his adventures so enduring and alienated fans that grew up loving his stories and characters. Diesel saw no reason to participate seeing how Adagio Dazzle had revealed she never intended to grant him control over Sodor's diesels, even after forcing the Steam Team to return home should they lose. Now that he wasn't getting anything out of this, the only reason for Diesel's participation was to bring them back to Gerard Gisborne instead, and preventing himself from being sent away.

Sour Sweet and other Adventures from Sodor fans aren't happy with Thomas cartoon or show stealing stardom. Even though fans have come out to support him, it was still only a matter of time until people in general grow tired of Thomas, much like the Railway has with steam engines. If nobody seemed to need Thomas or his friends on Sodor anymore, where else could they be really useful, if anywhere at all? Did they have what it takes to be useful here? Were all their past mistakes these last couple days just a sign that they didn't? Perhaps their time really was over, as engines, celebrities, and people. He refused to believe this from the start. But now, If his soon to be short lived stardom in this world was any indication, perhaps it was also true for himself and Sodor friends. Twilight's advice came flooding back into Diesels forethought. If he wanted so badly for everyone to listen to him, then he'd have to be the one to change. But Diesel wondered if he even wanted to go that extra mile for something not worth the trouble anymore. The trials and requirements seemed more tedious and a chore to accomplish than he expected.

"If both teams are ready," Cadance announced.

Thomas and Diesel shared uncertain glances to one another, expecting a taunt or two from their receiving end. But both engines saw that neither were in any state of mind to do so. Thomas and Diesel remained focus despite difficulties aligning their concentration, and tried to muster the same determination their fellow teammates all bared.

"The last event of the Crystal Race will begin..."

Time slowed to a silent drag as the timer clocked down with each tick. Hearts beat, sweat dripped, and muffled crowds cheered. Whatever ends up happening, whoever takes the win, it all came down to this.

"Now!"

And with a buzzing siren, time kicked back into motion, sending the Wondercolts and Shadowbolts sprinting down the courtyard's pathway. Thomas and Diesel finally went after a delayed response and hurried to catch up with their teammates. Edward and Juniper seemed to be the only ones who noticed this and shared looks of concern. Both engines and girls zoomed by and passed one another. Some faster than others but also slower and quick on their feet then expected. Neither contestant payed noticed to one another as their eyes were only set on the race and the race alone. The crowd's raving roar faded the closer they approached and entered Crystal Prep. Everyone else had already made it in while Thomas and Diesel worked to make up for lost time, passing through all four, large TV monitors depicting live footage of their run for everyone's exciting cries. Both engines ran neck in neck, slacking in effort but determined none the less, until finally reaching Crystal Prep's front doors and barging through to get inside.

* * *

They found their teammates in the center foyer, going over strategies as to where to start looking first.

"Okay, everyone," Sunny Flare instructed. "Just like we practiced; Thorough search around every corner of each room until it's picked clean."

"Got it!" They all responded.

Now was not the time to squabble over who's calling the shots anymore. Meanwhile the engines tried referencing what they learned from the map given to them by the Shadowbolts. Without it in hand, they had to rely on their own instincts.

"Let's check the Library first," Emily suggested.

"Good idea," Gordon said.

The rest followed down one hallway while the Shadowbolts veered off towards the opposite isle, with Thomas and Diesel following from behind each of their respective teams.

Audiences had a clear view of almost every room in school through the large, televised monitors stationed outside while Principal Cadance and Shining Armor chimed in for commentary on one screen to the next, depending on which screen focused on which team. The faulty camera from earlier was still broken, however, so they couldn't cut back to whatever room they were hooked up to without seeing static.

Everyone waited anxiously for the first screen to showcase any team, until the engines showed up on one monitor entering the Library.

"And the Wondercolts have made it to the library!" Cadance announced over the screen.

This made students and faculty from CHS, as well as Thomas' fans break out into a cheer.

"A pretty bold move to scan one of CPA's biggest areas first."

"In deed, Shining Armor. Thankfully, that's only large area both teams are expected to find a flag, as our gymnasium and Cafeteria would prove too tedious for such a thorough search."

Edward and Juniper watched anxiously, seeing each engine fan out to look around the varying sized book shelves, corners, studying and computer desks, and even a few back rooms with precise caution.

Back inside, the engines were in deed having trouble in their search, and doubted whether or not they should've scoped out this area later on. At least they would've likely had a few flags already by the time they reached the Library. But now that they've almost covered every visible space they could see, they had to keep on looking in case something did pop up.

"Anything?" Emily called.

All engines announced from each part of the Library that they didn't. There were too many shelves and too many spots it could be hidden away from. Some of them became frustrate, especially James, who began to groan after nearly dumping out a bunch of books from the return bin.

"Ugh! This is absurd! We'll never find that silly flag in time."

"Just keep looking!" Gordon commanded. "There's got to be one here somewhere."

"Where do you think we should look next, Thomas?" Percy asked.

A distracted Thomas stuttered on his answer. He didn't know what kind of call to make, or why Percy wanted his input.

"I know. Let's split up," Toby suggested. "Half of us will stay behind while the rest begin searching other rooms."

Everyone agreed to Toby's plan and branched off into teams. Toby, Emily, and Percy stayed in the Library while Gordon, James, and Thomas left to find another room to search. Percy wanted to go with Thomas instead to keep an eye on him, but Toby and Emily insisted his help would be better suited with them for now. Thomas, Gordon and James were the faster out the three, so they could cover more ground by going out elsewhere; much to Thomas' protest. But Percy was still worried about Thomas and his strange behavior. Emily was too, and promised Percy they'll return to Thomas as soon as they were done with the Library.

* * *

Meanwhile, the Shadowbolts had already found one of their flags and were now quickly searching every corner and desk chair in math class. They did this in an organized fashion. Once Sunny Flare finished rummaging through different cabinets, Sugarcoat would step in to do the same while she moved on to a storage closet.

"I don't see one yet," Lemon Zest said.

"Me neither," Indigo Zap announced.

"One more roundabout then we'll move on," Sour Sweet suggested.

Diesel was too preoccupied, pretending like he was looking just as hard when really, he would've allowed a flag to accidentally slip his sights if one were to be found. He snapped back to reality after Sour Sweet shot him a scolding scowl over his distracted state and rushed over to the teacher's desk.

But, upon crouching down to look underneath, Diesel froze in place with eyes agape. There in front of him was the Wondercolt's pennant.

The isosceles shaped flag bared the Wondercolt's signature blue, horseshoe C on a white circle overlapping light blue and yellow stripes. Another isosceles shape made up the rest of the flag with a yellow star central among its white background, and all creases and corners were colored in gold and bright yellow. This almost caught Diesels off guard, for his usual scheming instincts to commence what had already played out in his mind conjured an idea upon staring back at this plastic flag.

Diesel now knew exactly what to do to with this flag. So, he reached his arm out with a wide palm, ready to snatch and hide it without any notice.

He could just take it. He could easily swipe it and gave the Wondercolts one less flag to acquire; there for unable to collect them all before his team did. The steamies could lose. If he couldn't have control over diesels, he could have control over their fate, and potentially come out the winner. It was right in his reach. But strangely enough, Diesel didn't go for it. His arm froze stiff. Despite every bone in his body lingering towards it, Diesel didn't grab his competitor's flag. He didn't know why. Perhaps it really was because there was no reason too. What difference would one missing flag make? Or perhaps, something else made him think otherwise; something that made Diesel re-evaluate his desire to acquire any form of leadership. Sabotaging the steamies didn't work in his favor last time he interfered. If he really wanted to win, then he'd have to either change his ways, or change himself.

All this kept holding him back from moving his arm another inch. Diesel knew these urges had to be subsided. So, he reclined his fingers back into a fist when-

"Diesel!"

Sour Sweet's call startled Diesel once again back to reality, and smacked his head against the desk's corner. He got up and rubbed his head furiously.

"You okay?"

"Oh, sure!" He said, irritably. "Just a bump on the head. Nothing painful! Ow!"

She rolled her eyes. "Find anything?"

"Of course, not."

"Then quit fooling around and get yourself together. There's nothing here, so we're moving on."

The Shadowbolts had already cleared the room, leaving Diesel by his lonesome. Diesel looked back at the teacher's desk, knowing fully that his chance of making the Steamies victory that much difficult, willingly slip his grasp. And somehow, Diesel was okay with this. For he had really decided not to steal their flags all together. This made him feel odd somehow; a feeling he wasn't used to lingering on. Diesel shook his head of his conflicting instincts and caught up with his teammates.

* * *

Gordon, James and Thomas looked all over at least four different classrooms. They looked all over a science class, baking, wood shop, and a physics room, and only came up with one flag from baking.

Thomas spotted a pennant belonging to the Shadowbolts. It was faintly tucked away behind some binders on the teacher's desk in Science Class. He just stared blankly at it, feeling depressed all over again when Sour Sweet and her vindictive claims against him came flooding back into present again. James and Gordon keenly mistook him for spotting their pennant, but Thomas dismissed this with a weary head-shake and went back out into the hallway. This began to frustrate Gordon and James, who have in deed picked up on Thomas' weird behavior as well, but were more annoyed by his lack of effort, despite Thomas still believing he was contributing his best. But who knows how many Wondercolt flags Thomas might've unintentionally loomed over?

The three engines raced through Crystal Prep's now empty corridors. James kept striking poses whenever he spotted a small security camera in any room. But Gordon thankfully yanked him away when James kept at it. Soon, they ended up finding another flag in World History class. Then they ran into Percy, Emily, and Toby in the middle of a four-way hall passage.

"Wow. That map the Shadowbolts gave us sure came in handy," Emily complimented.

"Did you guys find it?" James asked.

"Sure did!" She beamed, waving their flag.

"Along with another one from a wood making class," Toby said, showing them his.

Gordon and James did the same with their flags and rounded them up to four pennants.

"You wouldn't believe how easy it was to spot them actually," Toby explained.

"Turns out it was really just inside the Library's return bin!" Emily said.

"You mean to tell me It was right in front of us this whole time?!" James said, frustratingly

"More like in front of you, James!" Percy teased. "You're the one who dumped the basket out."

James fumed both from Percy's cheeky chuckles and his earlier obliviousness while the others counted their pennants.

"Excellent!" Gordon complimented. "We're that much closer! Hopefully the Shadowbolts haven't found all of theirs yet."

"Only two more to go and it's farewell to Diesel's dirty deal!" Percy called, excitedly.

"And hello to everyone seeing how really useful we can truly be!" Toby added.

The engines cheered in excitement and took off together to continue their search.

They hurried through CPA's empty, diamond crescent, aqua, purple and light blue colored hallways, climbed up and down stairs, entered and left every room they could. Sometimes they'd run into the Shadowbolts hurrying just as fast from across one hall or often times passing by through the same one. While on the second floor, Toby and Percy saw one of the Shadowbolts had four flags on them upon careful notice. This made them and the others worry and speed up their pace.

The first thing they did after entering each class was check near the front or another obvious place. When one wasn't there, they'd go over the entire room from back to front. Their next destination brought them to a computer lab. Everyone looked underneath desks, behind monitors, bulletin boards, and other such places now that they felt more comfortable rummaging through binders, books, and the teacher's desk to see if they were possibly stored away.

The Wondercolts didn't find any flag so they moved on, eventually finding themselves taken back downstairs, and what looked like an old, private research room. It had a single computer, two study tables, left over flasks, microscope, and funny looking machines with wavelengths on them collecting dust. Thomas examined some old research notes on powerful, energy readings. What surprised him and kept him reading was that the recordings detailed strange energy levels originating from Canterlot High. Thomas picked these up then looked around the small, boxed space again to his shock, beginning to deduce who might've recorded these notes. 'Was this Twilight's old study room?' he thought. Thomas pointed this out to everyone, much to their equally surprised reaction. Him and his friends then left Twilight's old room after finding nothing.

* * *

"The Wondercolts have already caught back up with the Shadowbolts," Cadance commentated.

"You're telling me. I honestly can't tell whose game this might end up being," Shining Armor said.

Instead of exploring and delicately rummaging every corner of each classroom like his friends, Thomas barely put any effort and simply loomed over spot after spot to see if one would stick out; not considering that one could very well be hiding behind or inside an object, or tucked away in a student's or teacher's desk. This didn't bother some of the engines much as they too were cautious with some equipment, tools and other items in Chemistry Class. But Thomas would often just slug behind or not check every inch like they did.

"Ugh, come on, Thomas!" James demanded. "Pick up the pace, already!"

"I'm sorry," He said, dismally.

"Are you even trying to look?" Gordon scolded.

"Not now, you two," Emily warned, sternly.

"Is that everything?" Toby asked. "It feels like we've been all over this whole school."

"Are you certain they said the gym and cafeteria were off limits?" Emily said.

"I say we oughta look anyways," James suggested. "They could've hidden one for the Shadowbolts for all we know.

"Um, has anyone checked the principal's office yet?" Thomas asked, timidly.

"Of course!" Percy gasped. "That's a room we haven't been to yet."

"Well, come on!" Gordon beckoned.

Him and the others went to find a flight of stairs to the second floor. Thomas kept at a good pace this time. His mind was a bit more focused than before, but still visibly sidetracked.

But then, Thomas skidded to a halt when a barely opened trophy case caught his eye. And inside said case was a Wondercolt pennant. Thomas stopped and watched his friends already ascend up a stairway. He thought about calling them, but didn't, even when he had a clear chance to get their attention.

The trophy case was left open to be deliberately seen, but not so much to give it away. Thomas went and finally grab it, then stared directly at his flag in an almost suspended daze. He didn't want to take it, despite it being offered to him right out of the bloom. For some reason, Thomas didn't want to win the Crystal Race. The fundraiser was already a success. So, what was the point of winning other than to receive another day or two of fame and admiration? He figured they weren't really going to leave with Diesel if they ended up losing. But who's to say they won't still have to leave Sodor even if the Siren is defeated? Even if they won, nobody wanted them on Sir Topham Hatt's Railway anymore. Thomas didn't want his friends to go through that, or force them to discharge from work completely. But what choice did he have?

[ _"Maybe you should've stopped while you were ahead," Sour Sweet echoed from Thomas' thoughts, "So none of us would have to watch you turn into… this!"_ ]

A zany image of his cartoon shelf, puffing along an abstract track, circled around and tormented Thomas, making him clutch and tap his head repeatedly out of frustration. He couldn't draw out his own voice repeating every echo of relenting criticism made about Thomas from people disappointed by him.

[ _"A shell of what you could've represented. Better to forget this franchise ever existed and leave it at that. Out with the old, in with the new. You're not the Thomas I grew up with! And you never will be!"_ ]

Suddenly, something else caught his attention. A faint groaning noise from down the hallway reverberated towards Thomas.

"Why is it always the last one that's impossible to find?!"

Thomas looked around and found where the voice came from. Down across from one end of the hall were the Shadowbolts. An impatient Sour Sweet was pacing back and forth, often stopping to inspect a classroom through the door window.

"Ugh, come on! Where could it be?!"

"Relax, Sour," Lemon Zest continued. "There's gotta be somewhere we haven't checked yet."

"We've been to literally every room in this school," Sugarcoat said. "Excluding the cafeteria and gymnasium."

"How about Principal Cadance's office?!" Sunny Flare asked.

"We've combed that entire space top to bottom. Guess what; no flag!"

"Good thing I found mine when I did, eh?" Diesel commented.

"Yeah, super," Indigo Zap said. "Now help us find one for Sour Sweet."

Thomas let out a dejected sigh before walking off to find his friends again. He passed the Science classroom where he, Gordon and James inspected then suddenly stopped between the doorway.

He could see the Shadowbolt's flag he spotted earlier still tucked between some binders on the teacher's desk. He was about to move on and let them figure it out, but he didn't move. Thomas remained still, keeping his gaze glued to the flag's tip. He then glared over at the Shadowbolts, then back at their barely visible flag again. An idea started to stir during this; one Thomas felt he might regret making, but given the circumstances of Sodor and this world's view of his cartoon show, to make such a foreboding call now seemed like the only foreseeable option in his eyes. Thomas suppressed any and all dismal feelings cycling his conscience, and made the ultimate decision on his and his friend's behalf.

The Shadowbolts were still in distress until Thomas approached and caught their eye.

"Excuse me," He said, faintly.

Neither of the Shadowbolts were exactly pleased to see him. Especially Sour Sweet, only glaring daggers after seeing his flag in hand and turning her back from him with crossed arms.

"What? Come to rub it in?"

"Actually… I-I know where you can find your last flag."

This managed to spark her eye gaping interest. But Sour Sweet and the others still shared suspicious looks. What was he up too? Did he really know where a flag might be?"

"If it were your friends proposing this, maybe we might be interested. But why take _your_ word for it?" Sunny Flare challenged.

"Are you girls sure you've checked every room?"

"We obviously wouldn't be having this problem if we didn't," Sugarcoat said, bluntly.

"I dunno. It's possible we might've missed one," Lemon Zest said, rubbing her head.

"Well, I'm not buying it," Sour Sweet accused. "He'll only end up making things worse for us and waste our time. That is all he's good for anyway."

Thomas rolled his eyes irritably before turning away and walking off.

"Follow me if you like then, and I'll take you exactly to where you can find one."

The Shadowbolts were still rightfully suspicious. They didn't have time to be following around their competitor when they had a game to win. His team could even be much closer than they were to winning themselves.

"I wouldn't trust him," Diesel whispered to Sour Sweet. "Those steamies are usually never up to any good."

"You're one to talk," Lemon Zest countered.

But Thomas directing them down the next hallway made them more curious. Compared to Diesel, would believing Thomas be that far fetched? Hesitantly, Lemon Zest went to join Thomas, along with Indigo, Sunny Flare, Sugarcoat, and finally Diesel, all begrudgingly deciding to tag along. Sour Sweet was the only who didn't move until Sunny Flare returned and dragged her along with them.

Soon, the whole group faded further away from any camera's sights.

"What's that? Ladies and Gentlemen, we seem to be having some technical problems with one of our cameras," Shining Armor announced from outside. "Our crew is having trouble pin pointing the Shadowbolt's whereabouts."

"And it looks like a Wondercolt got separated after finding their team's fifth flag," Cadance added. "We can only hope either team's next strategies will favor them in the long run."

"You know its against the rules to interfere with the other team in any capacity," Sugarcoat stated with crossed arms. "Doesn't matter if it's support or sabotage."

"And Diesel knows all about that now, doesn't he?" Sunny Flare judged by looming over him.

Diesel chuckled sheepishly before becoming depressed again.

"I'm only showing you where to look," Thomas said.

This still didn't sit well with anyone. But thinking it over, they do still have to find it themselves if Thomas won't directly tell them where it is. Arriving back again at Science class, Thomas entered and stood near the teacher's desk to give them a subtle hint. The girls entered and simply looked around for any trace.

"But we've already searched Science," Sunny Flare said.

"Wait! I see it now!"

Sour Sweet alerted the others to her as she ran up and rummaged through the teacher's desk. And to her stunned surprise, she gently pulled out and held in her palms their school's pennant. Diesel and the others were equally stunned. Thomas was telling the truth. And because of him, the Shadowbolts had found their sixth and final flag. For a moment, the team felt a wave of excitement and disbelief wash over and allowed this moment to sink in.

"And that makes a total of six flags for the Shadowbolts!" Lemon Zest hopped, excitedly.

The others wanted to celebrate as well, but knew that the race wasn't over just yet.

"But… I don't understand," Sunny Flare said to Thomas. "Why help _us_?"

"Who cares!" Indigo Zap said. "Let's make it back so we can win this!"

Thomas just hung his head in complete dejection before walking towards the class' exit. Sunny Flare and some of the other Shadowbolts were greatly confused. Diesel didn't know quite what to think either. Didn't Thomas know that by giving them an advantage, his team could lose and leave to Sodor forever, or so Diesel still thought?

"C'mon, Sour! Eh-" Indigo then noticed Sour Sweet's own strange behavior. "Sour?"

She didn't say or do anything. All Sour Sweet did was stare at her team's flag, becoming lost in her own comprehensive trance. Why in deed would he just show them where they needed to find their pennant? What's in it for him? It had to be because of their talk. His crestfallen demeanor said it all. Sour Sweet had to confirm this directly. Thomas stood by the door trying to stifle his sniffling. He was about to leave so no one could hear or see him, only for Sour Sweet to call him out.

"Hey! Answer the question… why do this for us?"

It took him a few seconds to respond, as he tried and failed to pull himself together. When Thomas did face everyone again, they were met with a stream of tears now leaking down his cheeks and dripping off his chin. The Shadowbolts looked worried. Even Diesel looked a bit concerned.

"T-Thomas?" He said.

Thomas tried wiping his tears away despite another wave hitting hard. He could barely get a word out through stuttering breaths; only just to get the ones what mattered out in the open.

"I hope this will make you happy again, Sour Sweet."

All eyes now gazed back at Sour Sweet, too stunned and speechless to say or do anything. She was right on the money. Even so, she had absolutely no idea how to respond, despite it hanging from the tip of her tongue. All she knew was that every word he managed to muster was as sincere and heartbroken as her opening up to him earlier that morning. Sour Sweet took a step forward. But Thomas quickly turned away again with tears still soaking and ran off.

"Wait a minute! Come back!"

She chased after him, but she was too late. Sour Sweet stood outside of Science and watched Thomas disappear down the hallway while his last words to her began to sink deepr.

"What did he mean by that?" Lemon Zest asked the others.

Nobody knew what was going on between them, nor did it fully answer why he indirectly aided them. Only Sour Sweet had a pretty good idea, as she stood outside with Thomas' words repeating back to her, and feeling a semblance of guilt over how she acted towards him minutes ago.

* * *

Thomas continued running and eventually wiping his face clean of tears. But his sorrow still dragged him down at a depressing level.

"There you are!"

Percy came running towards and stopped right in front of Thomas just as he did.

"I'm so glad I found you. We were all so worried after you just disappeared!"

Then he gasped excitedly upon noticing Thomas' flag.

"You found one! Hey, everyone! Thomas found another flag!"

The other engines weren't far behind when they all rejoined Percy and Thomas. Each engine congratulated Thomas by patted him on the back for comfort, hoping this would cheer him up. But Thomas wasn't any happier over his find, only pretending to crack a small smile for their sake.

"James found his in the Principal's office," Percy explained. "Just like you said we might!"

"Onward to victory!" James announced.

"Wondercolts coming through!" Gordon added.

The Wondercolts excitedly took off running through the hallway feeling grand and on top of the world. The crowds outside watched the Engines sprint victoriously through the Foyer and towards the doors through the monitor.

"There they are!" Cadance announced.

"The Wondercolts are closing in!" Shining Armor said, tensely. "And it's… it's!

Edward and Juniper tensed up, along with all the visitors, and everyone from both Canterlot High and Crystal Prep. There was no sign of the Shadowbolts in sight.

* * *

Then, from outside, the Engines all emerged one by one and stood outside CPA's entrance, balancing on their knees to catch their breaths.

"They're through!"

A roaring applause prematurely thundered from CHS' side and all the visitors.

"But wait!" Cadance added. "One of them is missing!"

The crows stopped cheering. The engines immediately recovered upon hearing this while Thomas slowly, but finally emerged from the school.

"And that's that!" Cadance said. "The Wondercolts are the winners!"

Everyone up in the crowds cheered and CHS' marching band began their musical routine. Percy and the other engines went up to Thomas, already beginning to celebrate their victory. Juniper grasped Edward with a tight hug.

"But wait!" Shining Armor announced. "Something doesn't look right!"

Edward, Juniper and the entire audience began to groan from all this back and forth nonsense. But their reaction soon started to take on a different form the more they watched. The engines watched as Thomas ashamedly raise both hands, and revealed nothing in his possession. Edward, Juniper, and everyone all around gasped in a collected shock.

"It-it appears that the Wondercolts is missing a pennant," Cadance said.

"Thomas?!" Emily whispered, sternly. "What happened to your flag?!"

Thomas didn't answer, and stared blankly at the ground while lowering his hands back down. The engines started getting nervous.

"This isn't funny, Thomas," Gordon grinned, anxiously. "Fork it over now!"

James instinctively headed back to find the flag. Only for Sour Sweet, Sunny Flare, Sugarcoat, Lemon Zest, Indigo Zap and Diesel all to arrive one by one, and with all their flags still in hand.

Everyone went stone cold silent. Mouths were agape, eyes remained widened. Shining Armor and Principal Cadance were just as stunned. The Shadowbolts had no idea what this sweep in silence was about. They looked over to the engines, seeing each petrified member possessed a flag, except Thomas. Now they knew, which made Sour Sweet gasp quietly to herself among the others jaw dropping realization.

CPA's coach then went up to collect everyone's pennants, and counted the amount.

"The amount is six to five."

Principal Cadance and Shining Armor shared confused glances. Regardless, a winner had to be announced.

"Ladies and Gentlemen," Cadance began, "the winners of the Crystal Race… are the Shadowbolts!"

Suddenly, an abrupt applause from Crystal Prep's side broke out into a thunderous roar. Their marching band began playing music and confetti flew in all directions. CPA students and faculty members all cheered and chanted for themselves, their school, and everyone on the Shadowbolts. Canterlot High and varying visitors were all shocked beyond words. Edward and Juniper were even more so, until they got up to quickly meet with their friends. A lot of people were confused as to why Thomas' team didn't win. Some of the children that came to see him began to cry, prompting their parents to take them and leave the scene before their cries overshadowed CPA's celebratory festivity.

The engines had no words themselves. They were too dispirited, too livid, too overwhelmed and broken up by that one, single announcement. 'The Shadowbolts won'. This was suppose to be their team's name being called.

The Shadowbolts were just as overwhelmed and even more confused as to why Thomas did all that just to let them win. For reasons they can't explain, their hearts all sank, especially Sour Sweets. Suddenly their aspiring victory didn't feel as victorious as they quite imagined. He had absolutely no reason to give up their lead like this. Was this his way of making up for all their arguments, for feeling responsible over how Sour Sweet felt towards that silly old cartoon she grew up with, one he was now staring in and exploiting every unrecognizable aspect off? He's not the real Thomas though. Right? She said all those things about Thomas. Not him. Why would he be upset over this?

Diesel didn't know what to make of this either. He wasn't so sure he'd actually get this far. And since he had, Diesel wondered if he should still follow through with his original plan. He looked over to everyone taking their anger out on a vacant, depressed Thomas just keeping his head low.

"Way to go, Thomas!" James complained. "All that hard work! Gone!"

"What were you thinking you silly, little tank engine?" Gordon scolded, angrily.

"Now we'll never hear the end of it from Diesel," Toby added.

"Does this mean we have to leave Sodor forever?!" Percy asked, anxiously.

"That's enough, all of you!"

The voice belonged to Edward, who arrived just in time along with Juniper, who went up to check on Thomas.

"Now," Edward stated, reasonably, "I'm sure Thomas has his reasons."

"If it was to make us all purposely lose, then that's a pretty lousy reason," Emily grumbled.

Not even Emily or Percy could come to his defense. Unable to stand this anymore, Thomas broke back down into tears and ran off.

"Thomas!" The engines shouted.

Juniper Montage ran after Thomas. The engines now felt bad about what they said. Thomas looked really devastated. But for what reason? And how or why did he not have his flag? The engine's frustrations still remained but concerns for their friend was now the forefront of their worries. Whatever exchange him and Sour Sweet had must've really got to him. Regardless, the would-be Wondercolts now had many questions and fears that frankly neither engine didn't want answered, and secretly hopped would stay that way.

Just then, Cadance and Shining Armor appeared in person and approached the Shadowbolts, both holding a large, twenty-four by sixty-inch check displaying their signature and amount they gained throughout the whole game.

"Congratulations, Girls," Principal Cadance smiled, handing them the large check. "You've made us and your school very proud."

Sour Sweet hesitantly accepted, deeply unsure how to feel. Diesel and the others were all on the same boat.

"Over here! Over here!"

Photographers and journalist came up and began bombarding the Shadowbolts with questions and blinding them with their flashing camera lenses, forcing them to shield their eyes with either their hands the check. This was exactly what they wanted, to be in the limelight, to be winners, to come out on top. Only problem is, none of them felt like winners at all. Through the mist of all the flashing and crowding photographers, Sour Sweet spotted Thomas and Juniper running off through CPA's black gates. She tried to call him, but the flooding photographers and journalist prevented them all from breaching through. They had to put up with the press until they wither out, all while Thomas showed himself out and allowed them to have what they initially set out to achieve after meeting him.

Regardless of any dark age, regardless of his friend's best efforts, regardless of what he and everyone went through, Thomas knew one thing for sure, that there was no future for him. Nothing could change that. Nothing can stop what will eventually become reality. They didn't belong anywhere anymore. Not in Canterlot City nor back home. The only place they belonged in, where they would be most relevant, was in the past.

'Out with the old, in with the new,' Was all Thomas repeated to himself. So, he took off with a reluctant Juniper Montage, to finish off one last thread of his laughable attempt to remain present in the public eye's fading interest. He went to go pay a visit to his movie set.

* * *

 **To Be Continued.**


End file.
